What happens if Gold Star fails to accept the offer within the specified timeframe?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
After the receipt by the COMPANY of such offer, the COMPANY shall have thirty (30) days to purchase the Restricted Assets for the price and on the terms and conditions contained in the written proposed offer.
Failure of the COMPANY to accept such offer within said thirty (30) days shall constitute a rejection (provided that the COMPANY may substitute cash for any form of payment proposed in such offer and shall have not less than sixty (60) days to prepare for
closing). If the COMPANY does not exercise its right of first refusal, FRANCHISEE or such transferor shall have ninety (90) days from the date of the COMPANY's rejection to Transfer the subject property in accordance with this Section, and subject to the COMPANY's approval pursuant to Section 13.4, below, but only upon terms and conditions no more favorable than those offered to the COMPANY. Before consummation of a Transfer to any third party, FRANCHISEE shall submit a copy of all Transfer documentation (signed by the parties, but expressly subject to the COMPANY's right of first refusal) to the COMPANY at least thirty (30) days in advance of any proposed consummation or closing date for the COMPANY's review and comparison with the offer previously submitted to it. If there has been a change or changes in the Transfer terms and the COMPANY considers such change or changes material, the COMPANY shall again have the right of first refusal herein provided. The COMPANY's right of first refusal shall be unrestricted and absolute, and the COMPANY shall in all cases have thirty (30) days to consider and act on each offer or any change in terms and conditions of offer. Nothing contained in this Section shall in any way be deemed to impair the COMPANY's discretion in considering, approving or disapproving any request to Transfer or to consent to a Transfer.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to Gold Star's 2025 Franchise Disclosure Document, if a franchisee receives an offer to purchase restricted assets, Gold Star has 30 days to accept or reject the offer. However, Gold Star can substitute cash for any proposed payment method and has at least 60 days to prepare for closing.
If Gold Star fails to accept the offer within the initial 30-day period, it constitutes a rejection of the offer. Following this rejection, the franchisee has 90 days to transfer the property, subject to Gold Star's approval, but only under terms no more favorable than those initially offered to Gold Star.
Before finalizing any transfer to a third party, the franchisee must submit all transfer documentation to Gold Star at least 30 days before the proposed closing date. This allows Gold Star to review the terms and compare them to the original offer. If there are any material changes to the transfer terms, Gold Star retains the right of first refusal and has 30 days to consider and act on the revised offer. Gold Star's right of first refusal is unrestricted and absolute, ensuring they have ample opportunity to evaluate each offer or any changes to the terms.