What happens if the terms of the Bhc franchise assignment are modified in any material manner after Bhc initially declines to exercise its right of first refusal?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
specified in said notice. If, however, these terms are modified in any material manner (as determined by Franchisor), or if said 60-day period expires, Franchisor will again have such right of first refusal with respect thereto and Franchisee will again be required to comply with section 12.3(b) above. Detailed terms of assignment must be delivered to Franchisor no later than 72 hours following the close of escrow or other consummation of the transaction.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, if the terms of a franchise assignment are modified in any material way after Bhc initially declines to exercise its right of first refusal, Bhc will again have the right of first refusal. In this case, the franchisee is required to comply again with section 12.3(b). The detailed terms of the assignment must be delivered to Bhc no later than 72 hours following the close of escrow or other consummation of the transaction.
This means that even if Bhc initially passes on the opportunity to take over the franchise under the original terms, any significant changes to the deal give Bhc another chance to step in. This protects Bhc's interests by ensuring they have the final say on any substantial alterations to the franchise agreement before it's transferred to a new owner.
For a prospective franchisee, this highlights the importance of finalizing all terms of the assignment before submitting the offer to Bhc. Any later modifications could delay or even prevent the assignment if Bhc decides to exercise its renewed right of first refusal. Franchisees should also be aware of the 72-hour deadline for delivering the final terms to Bhc after the transaction is completed.