Under what circumstances is Buona not obligated to offer the franchisee the right of first refusal to establish or operate an additional Buona Restaurant?

According to Buona's 2025 Franchise Disclosure Document, after the completion of the Development Schedule and the termination of a developer's exclusive rights to a specific area, the developer typically has the first right to open additional Buona restaurants in that area. This means Buona must first offer the developer the chance to establish any new locations before offering the opportunity to someone else.

However, Buona is not obligated to offer this right of first refusal if certain conditions prevent or restrict the developer from operating the additional Buona Restaurant, or prevent Buona from offering the right of first refusal. These conditions include bona fide arrangements or agreements with a third party, lease restrictions for the proposed premises, or other circumstances related to establishing the additional Buona Restaurant.

In practical terms, this means that even if a developer has a right of first refusal, Buona can bypass this right if there are legitimate business reasons or legal restrictions that make it impossible or impractical for the developer to establish the new restaurant. A prospective franchisee should inquire about specific examples of such circumstances to fully understand the limitations of their right of first refusal.