What is the definition of a 'bona fide offer' in the context of Focalpoint Coaching's right of first refusal?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
If Franchisee (or any of Franchisee's owners) at any time determines to sell or transfer for consideration an interest in this Agreement and the Franchised Business, or an ownership interest in Franchisee (except to or among Franchisee's current owners, which is not subject to this Subsection 12.G), in a transaction that otherwise would be allowed under Subsections 12.B and C above, Franchisee (or Franchisee's owners) agrees to obtain from a responsible and fully disclosed buyer, and send Franchisor, 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 Franchisee or in this Agreement and the Franchised Business. 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 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.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, a 'bona fide offer' is specifically defined when a franchisee intends to sell their interest in the franchise. Focalpoint Coaching retains the right of first refusal, meaning they have the first opportunity to purchase the franchise under the terms of a legitimate offer.
For an offer to be considered bona fide, it must be a true and complete copy of an executed written offer from a responsible and fully disclosed buyer. This offer must relate exclusively to the interest in the Focalpoint Coaching franchise or the Franchise Agreement itself. The offer needs to detail the payment terms of the proposed sale, including the sources and terms of any financing the buyer intends to use for the purchase.
Furthermore, the proposed purchase price must be expressed as a specific dollar amount. To demonstrate the seriousness of the offer, the potential buyer is required to submit an earnest money deposit. This deposit must be equal to five percent (5%) or more of the total offering price. These stipulations ensure that Focalpoint Coaching only considers serious, well-defined offers when deciding whether to exercise their right of first refusal.