Does Best In Class Education Center have a right of first refusal regarding transfers?
Best_In_Class_Education_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
- **7.5.
Our Right of First Refusal.** If you or an Owner wish to engage in a Transfer, you or the Owner, as applicable, must obtain and send us a bona-fide offer executed by the purchaser after completion of due diligence.
We have 30 days after receipt of the offer to decide whether to purchase the interest for the same price and upon the same terms contained in the offer, except we may substitute cash for any non-cash form of payment proposed in the offer.
If we notify you within the 30-day period that we intend to purchase the interest, you or the Owner, as applicable, must sell the interest to us.
We will have an additional 60 days to prepare for closing.
You or the Owner, as applicable, must provide us with all customary representations and warranties regarding the title to and condition of the assets or Equity Interest that we purchase, or at our option, the representations and warranties contained in the offer.
If we do not exercise our right of first refusal, you or the Owner, as applicable, may complete the Transfer to the purchaser pursuant to the terms of the offer, subject to the requirements of §7.2, including our approval of the transferee.
If the sale is not completed within 120 days after we receive the offer, or there is a material change to the terms of sale, we will again have the right of first refusal specified in this Section.
Our right of first refusal shall not apply to a Permitted Transfer.
Source: Item 23 — RECEIPT (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Best In Class Education Center Franchise Disclosure Document, Best In Class Education Center does have a right of first refusal if a franchisee wishes to transfer their franchise. Specifically, if a franchisee or owner wishes to engage in a transfer, they must first obtain a bona-fide offer from a prospective purchaser after the completion of due diligence and send it to Best In Class Education Center.
Best In Class Education Center then has 30 days after receiving the offer to decide whether to purchase the interest for the same price and terms as outlined in the offer. However, Best In Class Education Center can substitute cash for any non-cash payment proposed in the offer. If Best In Class Education Center decides to purchase the interest, the franchisee or owner must sell it to them, and Best In Class Education Center will have an additional 60 days to prepare for closing.
If Best In Class Education Center does not exercise its right of first refusal, the franchisee or owner can proceed with the transfer to the purchaser, subject to meeting other requirements, including Best In Class Education Center's approval of the transferee. However, if the sale is not completed within 120 days after Best In Class Education Center receives the offer, or if there is a material change to the terms of the sale, Best In Class Education Center will again have the right of first refusal. This right of first refusal does not apply to a Permitted Transfer.