Can Floyds 99 prohibit the transfer of the development agreement?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- 8.5 Specific Types of Transfers.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, Floyds 99 has specific rights regarding the transfer of the development agreement. If a developer wishes to transfer their rights under the agreement, or any interest in it, they must first grant Floyds 99 a 90-day right of first refusal to purchase those rights or assets under the same terms offered by a proposed purchaser.
Floyds 99's right of first refusal means that the developer must notify Floyds 99 of any offer to purchase the development rights, including a copy of the written offer. The 90-day period for Floyds 99 to exercise this right runs concurrently with the period 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 terms of the third-party offer are such that Floyds 99 cannot reasonably match them, Floyds 99 may 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 is then free to complete the sale, transfer, or assignment, provided they comply with all other applicable sections of the agreement. The absence of a reply from Floyds 99 to the developer's notice of a proposed sale within the 90-day period is considered a waiver of Floyds 99's right of first refusal. Floyds 99 also has to approve or disapprove of a proposed sale or transfer.