Does Bft have a right of first refusal for any proposed transfer of a franchise?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
Within 30 days after Franchisor receives an exact copy of the bona fide offer and all information that Franchisor requests, Franchisor may, by written notice delivered to Franchisee or its selling owner(s), elect to purchase the interest offered for the price and on the terms and conditions contained in the offer. Franchisor may substitute any form of payment proposed in the offer as acceptable consideration. Franchisee and its owners must make all customary representations and warranties given by the seller of the assets of a business or the ownership interests in a legal entity, as applicable, and Franchisee and its selling owner(s) (and their immediate family members) must comply with the obligations regarding Competing Businesses, as though this Agreement had expired on the date of the purchase. Franchisor has the unrestricted right to assign this right of first refusal to its affiliate or an unaffiliated third party, who then will have the rights described in this Section 14.5.
If Franchisor decides not to exercise its right of first refusal, Franchisee or its owners may complete the sale to the proposed buyer on the original offer's terms, but only if Franchisor otherwise consented to the Transfer in accordance with, and Franchisee (and its owners) and the transferee comply with the conditions in, Sections 14.1 and 14.2 above. If Franchise does not complete the sale to the proposed buyer within 60 days after either Franchisor notifies Franchisee that it does not intend to exercise its right of first refusal or the time Franchisor's exercise expires, or if there is a material change in the terms of the sale (which Franchisee agrees to tell Franchisor promptly), Franchisor or its designee will have an additional right of first refusal during the 30-day period following either the expiration of the 60-day period or Franchisor's receipt of notice of the material change(s) in the sale's terms, either on the terms originally offered or the modified terms, at Franchisor's or its designee's option.
14.6 Transfer by Franchisor. Franchisor shall have the right to transfer, assign or delegate all or any part of its rights or obligations herein to any person or legal entity, directly or indirectly, by merger, assignment, pledge or other means.
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, Bft has a right of first refusal regarding any proposed transfer of a franchise. Specifically, if a franchisee intends to transfer their interest, they must first obtain a bona fide, written offer from a potential buyer and provide a complete copy to Bft. This offer must include payment terms and financing details, with an earnest money deposit of at least five percent (5%) of the purchase price.
Within 30 days of receiving the offer, Bft can elect to purchase the franchise interest at the price and terms outlined in the offer. Bft can modify the payment method. The franchisee must provide standard warranties and comply with non-compete obligations as if the agreement had expired on the purchase date. Bft also has the right to assign this first refusal option to an affiliate or third party.
If Bft declines to exercise its right of first refusal, the franchisee can proceed with the sale to the original buyer, provided Bft has otherwise consented to the transfer and the franchisee and buyer meet all other conditions. However, if the sale is not completed within 60 days or if there are material changes to the terms, Bft retains an additional 30-day right of first refusal, either on the original or modified terms. This clause allows Bft to maintain control over who enters their franchise system and ensures they have the opportunity to acquire existing locations before they are sold to another party.