How long does Gold Star have to exercise its right of first refusal?
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 intends to transfer their assets, Gold Star has a right of first refusal. After Gold Star receives an offer for the restricted assets, they have thirty (30) days to decide whether to purchase the assets themselves, matching the price and terms of the offer.
However, Gold Star has the option to substitute cash for any proposed form of payment. If they choose to do so, they are granted a minimum of sixty (60) days to prepare for the closing of the transaction. This extended timeframe allows Gold Star to arrange the necessary financing or liquid assets to complete the purchase using cash.
If Gold Star declines to exercise its right of first refusal, the franchisee then has ninety (90) days from the date of Gold Star's rejection to transfer the property. This transfer is still subject to Gold Star's final approval and must occur under the same terms and conditions that were initially offered to Gold Star. Before the transfer is finalized with a third party, the franchisee must submit all transfer documents to Gold Star at least thirty (30) days before the proposed closing date. This allows Gold Star to review the terms and ensure they match the original offer. If any changes are deemed material by Gold Star, the company retains the right to another 30-day consideration period to act on the revised offer.