Does Deer Solution have a right of first refusal regarding a transfer of the franchise?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
If Franchisee or an Owner desires to engage, in whole or in part, in a Transfer of Franchisee, this Agreement, Franchisee's Deer Solution Business, Franchisee's Administrative Office, and/or Franchisee's Administrative Office, then Franchisee or such Owner (as applicable) must obtain a bona fide, signed written offer from the fully disclosed purchaser (the "Offer") and submit an exact copy of the Offer to Franchisor. Franchisor shall have 30 days after receipt of the Offer to decide whether Franchisor will purchase the interest in Franchisee, Franchisee's Deer Solution Business, Franchisee's Administrative Office, and/or Franchisee's Administrative Office for the same price and upon the same terms contained in the Offer (however, Franchisor may substitute cash for any form of payment proposed in the Offer). If Franchisor notifies Franchisee that Franchisor intends to purchase the interest within said 30 day period, Franchisee or Owner (as applicable) must sell the interest to Franchisor. Franchisor will have at least an additional 60 days to prepare for closing. Franchisor shall be entitled to receive from Franchisee or Owner (as applicable) all customary representations and warranties given by Franchisee or Owner (as applicable) as the seller of the assets and/or the ownership interest or, at Franchisor's election, the representations and warranties contained in the offer. If Franchisor does not exercise its right of first refusal, Franchisee or Owner (as applicable) may complete the Transfer to the purchaser pursuant to and in accordance with the terms of the Offer, provided that separate and apart from this Article 14.F. right of first refusal, Franchisee
complies with the terms of this Article 14. However, if the sale to the purchaser is not completed within 60 days after delivery of the Offer to Franchisor, or there is a material change in the terms of the sale, Franchisor will again have the right of first refusal specified in this Article 14.F. Franchisor's right of first refusal in this Article 14.F. shall not apply to any Transfer pursuant to Article 14.E. of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
According to Deer Solution's 2025 Franchise Disclosure Document, Deer Solution retains a right of first refusal if a franchisee desires to transfer their franchise. To initiate a transfer, the franchisee must obtain a bona fide, signed written offer from a prospective purchaser and provide an exact copy of this offer to Deer Solution.
Deer Solution then has 30 days to decide whether to purchase the franchisee's interest under the same terms as the offer, although Deer Solution can substitute cash for other forms of payment. If Deer Solution decides to purchase the franchise, the franchisee is obligated to sell the interest to Deer Solution, which will have at least an additional 60 days to prepare for closing.
If Deer Solution does not exercise its right of first refusal, the franchisee may proceed with the transfer to the original purchaser, provided the sale is completed within 60 days of the initial offer to Deer Solution and there are no material changes to the terms of the sale. If the sale is not completed within this timeframe or the terms change materially, Deer Solution's right of first refusal is reinstated. This right of first refusal does not apply to transfers made under Article 14.E of the agreement.