How long does Cicis have to elect to purchase the interest offered in a proposed franchise transfer?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
If you (or any of your owners) desire to engage in a Transfer, you (or your owners, as applicable) agree to obtain from a responsible and fully disclosed buyer, and send us, a true and complete copy of a bona fide, executed written offer (which may include a letter of intent) relating exclusively to an interest in you or in this Agreement and your Development Rights. The offer must include details of the payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer, the entire proposed purchase price must be in a dollar amount, and the proposed buyer must submit with its offer an earnest money deposit equal to five percent (5%) or more of the offering price. The right of first refusal process will not be triggered by a proposed Transfer that would not be allowed under Sections 5.B and 5.C above.
Within 30 days after we receive an exact copy of the bona fide offer and all relevant information we request, we may, by written notice delivered to you or your selling owner(s), elect to purchase the interest offered for the price and on the terms and conditions contained in the offer. We may substitute any form of payment proposed in the offer as acceptable consideration. If we exercise our right of first refusal, we will have 30 days from the date we notified you of our intended purchase to complete the purchase. You and your owners must make all customary representations and warranties given by the seller of the assets of a business or the ownership interests in a legal entity, as applicable. We have the unrestricted right to assign this right of first refusal to a third party, who then will have the rights described in this Section 5.F.
If we do not exercise our right of first refusal, you or your owners may complete the sale to the proposed buyer on the original offer's terms, but only if we otherwise approve the Transfer in accordance with, and you (and your owners) and the transferee comply with the conditions in, Sections 5.B and 5.C above. If you do not complete the sale to the proposed buyer within 60 days after either we notify you that we do not intend to exercise our right of first refusal or the time our exercise expires, or if there is a material change in the terms of the sale (which you agree to tell us promptly), we or our designee will have an additional right of first refusal during the 30-day period following either the expiration of the 60-day period or our receipt of notice of the material change(s) in the sale's terms, either on the terms originally offered or the modified terms, at our or our designee's option.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, if a franchisee (or any of their owners) intends to transfer their interest in the franchise, they must first obtain a bona fide, executed written offer from a responsible buyer and provide Cicis with a complete copy of it. This offer must include payment terms and financing details, with the entire purchase price specified in a dollar amount, and be accompanied by an earnest money deposit of at least 5% of the offering price. This process is not triggered if the proposed transfer would violate other restrictions outlined in the agreement.
Within 30 days of receiving the offer and any additional information requested, Cicis has the option to elect to purchase the interest under the same terms and conditions as the offer. Cicis can provide written notice to the franchisee (or their selling owners) of their decision to purchase the interest. They can also substitute any form of payment proposed in the offer with acceptable consideration.
If Cicis exercises its right of first refusal, it then has 30 days from the date of notifying the franchisee to complete the purchase. During this process, the franchisee and their owners must provide standard representations and warranties typically given by sellers in business asset or ownership interest sales. Cicis also retains the right to assign this right of first refusal to a third party, who would then have the same rights.
If Cicis chooses not to exercise its right of first refusal, the franchisee can proceed with the sale to the proposed buyer, but only if Cicis approves the transfer and the franchisee and buyer comply with all other conditions outlined in the agreement. If the sale is not completed within 60 days after Cicis waives its right or the exercise period expires, or if there are material changes to the sale terms, Cicis has an additional 30-day right of first refusal under the original or modified terms.