What subsections govern transfers that would trigger or not trigger Focalpoint Coaching's right of first refusal?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
G. FRANCHISOR'S RIGHT OF FIRST REFUSAL.
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.
The right of first refusal process will not be triggered by a proposed transfer that would not be allowed under Subsections 12.B and C above. Franchisor may require Franchisee (or Franchisee's owners) to send Franchisor copies of any materials or information sent to the proposed buyer or transferee regarding the possible transaction.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, Section 12.G outlines the franchisor's right of first refusal regarding the sale or transfer of a franchisee's interest in the Franchise Agreement and the franchised business. This right is triggered when a franchisee (or any of the franchisee's owners) intends to sell or transfer their interest for consideration, except for transfers among the franchisee's current owners.
The right of first refusal is activated when the franchisee obtains a bona fide, executed written offer from a responsible and fully disclosed buyer. This offer must include complete payment terms and financing details. To be considered valid, the proposed purchase price must be a specific dollar amount, and the buyer must submit an earnest money deposit of at least five percent (5%) of the offering price.
However, the right of first refusal process is not triggered if the proposed transfer would not be allowed under Subsections 12.B and 12.C. These subsections likely contain additional conditions and restrictions on transfers, which must be met for the right of first refusal to apply. Focalpoint Coaching may also request copies of any materials or information shared with the potential buyer regarding the transaction.