Does Bigfoot Forestry have a right of first refusal to purchase the assets of a franchise?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
epresentations 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 §19.2, 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.
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Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to Bigfoot Forestry's 2025 Franchise Disclosure Document, under certain conditions, Bigfoot Forestry has a right of first refusal if a franchisee intends to sell their business. If a franchisee receives an offer to purchase their business, Bigfoot Forestry must be given the first opportunity to buy it.
Specifically, if the sale is not completed within 120 days after Bigfoot Forestry receives the offer, or if there is a material change to the terms of the sale, Bigfoot Forestry retains the right of first refusal. This means that even if the initial sale falls through or the terms change significantly, the franchisee must still offer Bigfoot Forestry the opportunity to purchase the business before proceeding with another buyer.
However, this right of first refusal does not apply to a "Permitted Transfer." The FDD defines a "Permitted Transfer" as a transfer between existing owners; a transfer by the owners to a new Developer Entity for which such owners collectively own and control 100% of the Equity Interests; or a transfer of less than 20% of the Equity Interests in the Development Business or Developer Entity; provided, however, that a Permitted Transfer does not include any Transfer that results in the Managing Owner owning less than 20% of the Equity Interests in the Development Business or Developer Entity. This exception allows for internal restructuring or minor ownership changes without triggering Bigfoot Forestry's right to step in and purchase the business.
In addition to the right of first refusal, the 2025 FDD also states that upon termination or expiration of the Franchise Agreement, Bigfoot Forestry has the option to purchase the franchisee's business and/or its assets. If Bigfoot Forestry chooses to exercise this purchase option, they will notify the franchisee of the specific assets they wish to purchase within 20 days after the termination or expiration date. This provides Bigfoot Forestry with another avenue to acquire the assets of a franchise, separate from the right of first refusal during a proposed sale.