Must a Best Brains franchisee offer Best Brains the right of first refusal before transferring the franchise?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
If you determine at any time to sell your rights under this Agreement, or the assets of the Franchised Business, or your ownership interest, in whole or part, you must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and must submit an exact copy of such offer to us.
We or our designee shall, for a period of 30 days from the date of delivery of such offer to us, have the right, exercisable by written notice to you, to purchase the interest for the price and on the terms and conditions contained in the offer, provided that any brokers', agents', or finders' fees shall be deducted from the purchase price and we or our designee may substitute cash for any form of payment proposed in such offer.
If we or our designee do not exercise this right of first refusal, you may, subject to the same conditions for transfers contained in this Agreement, complete the sale to such purchaser on the terms of the bona fide offer.
If the sale to such purchaser is not completed within 120 days after delivery of such offer to the us, or if there is a material change in the terms of the sale, we or our designee shall again have the right of first refusal herein provided.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, a franchisee must offer Best Brains the right of first refusal if they decide to sell their rights under the Franchise Agreement, the assets of the franchised business, or their ownership interest. The franchisee must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser and submit an exact copy of the offer to Best Brains.
Best Brains has 30 days from the date they receive the offer to exercise their right to purchase the interest at the price and terms outlined in the offer. However, any brokers', agents', or finders' fees will be deducted from the purchase price, and Best Brains can substitute cash for any form of payment proposed in the offer.
If Best Brains or their designee does not exercise this right of first refusal, the franchisee can proceed with the sale to the purchaser, subject to the same transfer conditions outlined in the agreement. The sale must be completed within 120 days after Best Brains receives the offer, and if there are any material changes to the terms of the sale, Best Brains has the right of first refusal again.