What happens if a Learningrx franchisee does not transfer the franchised business to the transferee on the same terms offered to the franchisor?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.9 Rights After Refusal. If Franchisor does not exercise its right to purchase within the required timeframe, Franchisee may transfer the Business to the third-party, but not at a lower price or on more favorable terms than disclosed to Franchisor in writing. Such transfer remains subject to Franchisor's prior written approval and other conditions specified in this Agreement. If Franchisor does not transfer the franchised Business to the transferee on the same terms offered to Franchisor, then Franchisee must again extend the right of first refusal to Franchisor in the manner described above, before another desired transfer.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, if a franchisee does not transfer the franchised business to the transferee on the same terms offered to Learningrx, the franchisee must again extend the right of first refusal to Learningrx before another desired transfer can occur. This means Learningrx has the ongoing right to review and potentially preempt any transfer offer a franchisee receives.
This provision protects Learningrx's interests by ensuring they have the opportunity to purchase the franchise on the same terms as any third party. It prevents a franchisee from offering Learningrx an unfavorable deal initially and then secretly offering a better deal to someone else.
For a prospective franchisee, this means that when you decide to sell your Learningrx franchise, you must be transparent and consistent in your offers. If you change the terms of the deal after Learningrx has declined the initial offer, you must give them another chance to buy the business before finalizing a sale with another party. This could potentially delay a sale if Learningrx decides to reconsider.