Is Franchisor consent required for a transfer of the Floyds 99 development agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8.4 Right of First Refusal.
If Developer wishes to transfer its rights under this Agreement or any interest in it, or any part or portion of any business entity that owns it, or all or a substantial portion of the assets of any FLOYD'S 99 Shop developed pursuant to this Agreement, Developer agrees to grant to Franchisor a 90-day right of first refusal to purchase such rights, interest or assets on the same terms and conditions as are contained in the written offer to purchase submitted to Developer by the proposed purchaser; provided, however, the following additional terms and conditions shall apply:
(a) Developer shall notify Franchisor of such offer by sending a written notice to Franchisor (which notice may be the same notice as required by Section 8.2.d. above), enclosing a copy of the written offer from the proposed purchaser;
(b) The 90-day right of first refusal period will run concurrently with the period in which Franchisor has to approve or disapprove the proposed transferee;
(c) Such right of first refusal is effective for each proposed transfer and any material change in the terms or conditions of the proposed transfer shall be deemed a separate offer on which a new 90-day right of first refusal shall be given to Franchisor;
(d) If the consideration or manner of payment offered by a third party is such that Franchisor may not reasonably be required to furnish the same, then Franchisor may purchase the interest which is proposed to be sold for the reasonable cash equivalent.
If the parties cannot agree within a reasonable time on the cash consideration, an independent appraiser shall be designated by Franchisor, whose determination will be binding upon the parties.
All expenses of the appraiser shall be paid for equally between Franchisor and Developer; and
- (e) If Franchisor chooses not to exercise its right of first refusal, Developer shall be free to complete the sale, transfer or assignment, subject to compliance with Sections 8.2 and 8.3 above.
Absence of a reply to Developer's notice of a proposed sale within the 90-day period is deemed a waiver of such right of first refusal.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the transfer of a development agreement requires franchisor consent. Specifically, if a developer wishes to transfer their rights under the Development Agreement, they must grant Floyds 99 Franchising, LLC a 90-day right of first refusal to purchase those rights on the same terms and conditions as the offer from the proposed purchaser.
Floyds 99's right of first refusal period runs concurrently with the period in which they have to approve or disapprove the proposed transferee. Any material change in the terms of the proposed transfer is considered a separate offer, triggering a new 90-day right of first refusal for Floyds 99. If the consideration offered by a third party is not something Floyds 99 can reasonably match, Floyds 99 can purchase the interest for a reasonable cash equivalent, determined by an independent appraiser if necessary, with the costs split equally between Floyds 99 and the developer.
If Floyds 99 chooses not to exercise its right of first refusal, the developer can proceed with the sale, transfer, or assignment, provided they comply with specific sections of the agreement. Failure to respond to the developer's notice within the 90-day period is considered a waiver of Floyds 99's right of first refusal. This process ensures that Floyds 99 maintains control over who becomes a developer within their system and has the opportunity to acquire the development rights themselves if they choose.