Under what circumstances does the Right of First Refusal apply to a Brightstar Care franchise?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything above, you expressly acknowledge the reasonableness of the following Transfer condition: If you and/or your affiliates (a) own and operate, either when you request approval of a proposed Transfer or as of the proposed Transfer's effective date, more than one BrightStar Care Agency under one or more additional franchise agreements with us, regardless of when such franchise agreements were signed, and (b) desire to Transfer this Agreement and/or the Agency, together with one or more of your and/or your affiliates' other franchise agreements and/or BrightStar Care Agencies, at the same time and to the same proposed transferee and/or its affiliates as part of the same transaction or in a series of substantially contemporaneous transactions, we have no obligation to allow the Transfers of the multiple BrightStar Care Agencies and instead have the absolute right to limit the proposed Transfer solely to this Agreement and/or the Agency without regard to the proposed terms of the Transfer or Transfers negotiated between you and/or your affiliates and the proposed transferee and/or its affiliates.
We reserve this right in order to preserve and enhance compliant operations of BrightStar Care Agencies and to protect the System's reputation and goodwill.
You further acknowledge that the rights described in this paragraph will apply even if the proposed Transfer is of a controlling ownership interest in you (as defined in Section 12.7 below) in situations where you own multiple BrightStar Care Agencies under one or more franchise agreements with us.
In other words, we may disapprove the Transfer of a controlling ownership interest in you if the Transfer would result in new owners of yours effectively controlling the Agency and additional BrightStar Care Agencies under separate franchise agreements with us.
- 12.4.20 In addition to the above, you acknowledge that we have legitimate reasons to evaluate the qualifications of potential transferees and to analyze and critique the terms of their purchase contracts with you, and our contact with potential transferees to protect our business interests will not constitute improper or unlawful conduct.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
Based on the 2025 Brightstar Care Franchise Disclosure Document, Brightstar Care does not have a right of first refusal. However, Brightstar Care does retain the right to limit a transfer under specific conditions. If a franchisee or their affiliates own and operate more than one Brightstar Care Agency under multiple franchise agreements and desires to transfer this agreement along with other franchise agreements to the same transferee, Brightstar Care can limit the transfer to only this specific agreement.
This right is reserved by Brightstar Care to maintain compliant operations and protect the system's reputation and goodwill. This condition applies even if the transfer involves a controlling ownership interest in the franchisee, ensuring that Brightstar Care can control who effectively manages multiple agencies under separate agreements.
Brightstar Care also emphasizes its right to evaluate potential transferees and analyze the terms of their purchase contracts. Contacting potential transferees to protect their business interests is not considered improper conduct. This allows Brightstar Care to maintain standards within its franchise system by carefully vetting those who seek to enter it through a transfer.