What constitutes a new offer that is subject to Beem Light Sauna's right of first refusal?
Beem_Light_Sauna Franchise · 2025 FDDAnswer from 2025 FDD Document
If we elect not to exercise our rights under this Section, the transferor may complete the Transfer after complying with the applicable provisions in Section 13.
Closing of the Transfer must occur within 90 days of our election (or such longer period as Applicable Laws may require); otherwise, the third-party's offer will be treated as a new offer subject to our right of first refusal.
Any material change in the terms of the offer from a third party after we have elected not to purchase the seller's interest will constitute a new offer subject to the same right of first refusal as the third-party's initial offer.
The Transfer is conditional upon our determination that the Transfer was on terms substantially the same as those offered to us.
Source: Item 23 — RECEIPT (FDD pages 71–230)
What This Means (2025 FDD)
According to the 2025 Beem Light Sauna Franchise Disclosure Document, a new offer subject to the franchisor's right of first refusal is triggered in two specific scenarios. First, if Beem Light Sauna elects not to exercise its right of first refusal, and the closing of the transfer does not occur within 90 days of their election (or a longer period if required by applicable laws), the third-party's offer is then considered a new offer. This means the franchisee must again offer the business to Beem Light Sauna under the same terms.
Second, any material change in the terms of the offer from a third party after Beem Light Sauna has initially declined to purchase the seller's interest also constitutes a new offer. This prevents franchisees from making minor adjustments to the deal to circumvent the franchisor's right of first refusal after an initial rejection. The transfer is also conditional upon Beem Light Sauna's determination that the final transfer terms are substantially the same as those initially offered to them.
In practical terms, this means a Beem Light Sauna franchisee looking to sell their business must ensure that the terms of the final sale remain consistent with the terms initially presented to the franchisor. Any significant changes or delays in closing the deal could give Beem Light Sauna another opportunity to purchase the franchise, potentially disrupting the franchisee's plans. This clause protects Beem Light Sauna's interests in maintaining control over who joins their franchise system and ensures consistent terms of sale.