Does Dryject have a right of first refusal to acquire a Dryject franchisee's business?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
31. FRANCHISOR RIGHT OF FIRST REFUSAL
If You receive from a third party, and desire to accept, a bona fide written offer to purchase Your business, franchise and interests in the Franchised Business (or seek to effect a sale of the Franchised Business), We shall have a right of first refusal, exercisable by written notice to You furnished within thirty (30) days after written notice and receipt of a copy of such offer and the other information set forth in this Section, to purchase such business, franchise and interests on the same financial terms and conditions as offered to or by such third party; provided further that We may substitute cash for any other form of payment proposed in such offer. In order that We may have information sufficient to enable Us to determine whether to exercise Our right of first refusal, You shall deliver to Us, to the extent requested by Us, certified financial statements as of the end of Your most recent fiscal year, any financial statements prepared by or for You since the end of such fiscal year and such other information about the business and operations of Franchisee as You have provided or will make available to such third party. If We do not exercise Our right under this Section 31, You may, within ninety (90) days from the expiration of the option period, sell, assign and transfer Your business, Franchise and interests hereunder but only upon the same terms and conditions proposed to Us and provided We have consented to such transfer as required by Section 28 hereof.
If You fail to make such sale, assignment or transfer within this ninety (90) day period, or if there is any material change in the terms of the offer, it shall trigger a new right of first refusal period. Failure by Us to exercise the option afforded by this Section shall not constitute a waiver of any other provisions of this Agreement, including all of the requirements of Section 28 hereof, with respect to the proposed transfer.
If You are not an individual, this right of first refusal shall apply to any management agreement, sale, resale, pledge, assignment, transfer or encumbrance of the voting stock of, or other ownership interest in You which would, alone or together with other related, previous, simultaneous or proposed transfers, result in a change of "control" of You.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 39–41)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, Dryject does have a right of first refusal if a franchisee receives a legitimate offer from a third party to purchase their Dryject business. Dryject has 30 days, after receiving written notice and a copy of the offer, to decide whether to match the offer's financial terms and conditions. Dryject can substitute cash for any other form of payment proposed in the offer. To help Dryject decide, the franchisee must provide certified financial statements and other relevant business information that they have shared or will share with the third party.
If Dryject chooses not to exercise its right of first refusal, the franchisee has 90 days from the expiration of Dryject's option period to complete the sale to the third party, adhering to the same terms and conditions initially presented to Dryject, and provided Dryject has consented to such transfer as required by Section 28 of the franchise agreement. A failure to complete the sale within this 90-day window, or any material change in the offer's terms, triggers a new right of first refusal period for Dryject.
This right of first refusal also applies to any action that would result in a change of control of the franchisee if the franchisee is not an individual. This includes any management agreement, sale, resale, pledge, assignment, transfer, or encumbrance of the voting stock or other ownership interest. Dryject's failure to exercise its option does not waive any other provisions of the agreement, including the requirements of Section 28 regarding the proposed transfer.