How long does Brueggers Bagels have to exercise its right of first refusal for a proposed transfer?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
We have the right, exercisable within thirty (30) days after receipt of a written request for our approval of a proposed transfer pursuant to this Section 8.2, to purchase the interest proposed to be transferred. The request for approval of transfer must include a true and complete copy of the term sheet, letter of intent, proposed purchase agreement, assignment document, or any other document necessary to implement the transfer, and not be subject to financing or any other contingencies. Our thirty (30) day period for determining whether or not to exercise our right of first refusal will not begin until the transferor has provided all information and documentation required hereunder in a form and substance satisfactory to us. If we desire to exercise our right of first refusal, we will do so by providing written notice (the "Purchase Notice") to the transferor, as follows:
- 8.4.1. If the transfer is proposed to be made pursuant to a sale, we may purchase the interest proposed to be transferred on the same financial terms and conditions offered by the third party. Closing on our purchase will occur within sixty (60) days after the date of the transferor's receipt of the Purchase Notice. If the consideration, terms, and/or conditions offered by the third party are such that
we may not reasonably be required to furnish the same consideration, terms, and/or conditions, then we may purchase the interest proposed to be sold for the reasonable equivalent in cash. If, within thirty (30) days of the transferor's receipt of the Purchase Notice the parties cannot agree as to the reasonable equivalent in cash consideration, an independent appraiser will be appointed by mutual agreement and the determination of the appraiser will be binding. Any material change in the terms of the offer from a third party after we have elected not to purchase the interest sought to be transferred will constitute a new offer subject to the same rights of first refusal by us as in the case of the third party's initial offer.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, Brueggers Bagels has the right of first refusal regarding a proposed transfer of a franchise. Brueggers Bagels can exercise this right within thirty (30) days after receiving a written request for approval of the proposed transfer.
The request for approval must include a complete copy of all documents necessary to implement the transfer, such as the term sheet, letter of intent, proposed purchase agreement, or assignment document. The request must not be subject to financing or other contingencies. The 30-day period for Brueggers Bagels to decide whether to exercise its right of first refusal does not begin until the transferor provides all required information and documentation in a form and substance satisfactory to Brueggers Bagels.
If Brueggers Bagels decides to exercise its right of first refusal, it must provide written notice (the "Purchase Notice") to the transferor. If the transfer is proposed as a sale, Brueggers Bagels may purchase the interest on the same financial terms and conditions offered by the third party. The closing on the purchase will occur within sixty (60) days after the transferor receives the Purchase Notice. If the terms offered by the third party are such that Brueggers Bagels cannot reasonably furnish the same consideration, terms, or conditions, Brueggers Bagels may purchase the interest for the reasonable equivalent in cash. If the parties cannot agree on the reasonable cash equivalent within thirty (30) days of the transferor's receipt of the Purchase Notice, an independent appraiser will be appointed by mutual agreement, and their determination will be binding. Any material change in the terms of the offer from a third party after Brueggers Bagels has declined to purchase the interest will constitute a new offer subject to the same right of first refusal.