Under what circumstances does Benjamin Franklin Plumbing's right of first refusal NOT apply?

According to Benjamin Franklin Plumbing's 2025 Franchise Disclosure Document, the franchisor has a right of first refusal regarding the transfer of a franchise. This means that if a franchisee wants to sell their franchise, they must first offer it to Benjamin Franklin Plumbing on the same terms as the proposed sale. Benjamin Franklin Plumbing has 30 days to decide whether to purchase the franchise interest.

However, the right of first refusal does not apply in two specific situations. First, if the sale of the franchise would not result in a change of control, Benjamin Franklin Plumbing will not exercise its right of first refusal. A change of control typically refers to a transfer of ownership that gives the new owner the power to direct the management and policies of the franchise. Second, the right of first refusal does not apply if the franchise interests are transferred only to the spouse or adult children of the owners. This allows for family succession without franchisor intervention.

This provision is common in franchising, as it allows the franchisor to maintain control over who becomes a franchisee and ensures that new franchisees meet their standards. For a prospective Benjamin Franklin Plumbing franchisee, this means that selling the franchise to a third party requires offering it to the franchisor first, potentially delaying or complicating the sale. However, transfers within the immediate family are exempt, providing flexibility for estate planning and family business succession.