Does Learningrx have a right of first refusal to acquire a Learningrx franchisee's business?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
rtain important provisions of the franchise and related agreements. You should read the full provisions in the Franchise Agreement attached to this Disclosure Document.**
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| k. “Transfer” by franchisee – | Section 14.03 | Includes transfer of contract or assets or |
| defined | ownership change. | |
| l. Franchisor approval of | Section 14.04-14.06 | We have the right to approve all transfers but will |
| transfer by Franchisee | not unreasonably withhold approval. | |
| m. Conditions for franchisor approval of transfer | Section 14.04 | New Franchisee qualifies, Transfer Fee paid, the Training and Materials Fee is paid; purchase agreement approved, training arranged, general release signed by you*, and current agreement signed by new Franchisee. |
| n. Franchisor’s right of first refusal to acquire franchisee’s Business. | Section 14.07, Attachment XI | We can match any offer for your Business. |
| o. Franchisor’s option to purchase your Business | Section 14.07, Attachment XI | We may purchase your inventory and equipment at fair market value if franchise is terminated for any reason. |
| p. Death or disability of | Section 14.06 | Franchise must be assigned by estate to approved |
| franchisee | buyer within 120 days. | |
| q. Non-competition covenants during the term of franchise | Section 15.01 | Except as restricted by applicable state law, no involvement in competing business anywhere in U.S. |
| r. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 42–46)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, Learningrx does have a right of first refusal to acquire a franchisee's business. This applies to both the standard franchise agreement and the area developer agreement.
Specifically, Learningrx has the right to match any offer a franchisee receives for their Learningrx business. This means that if a franchisee decides to sell their business and receives an offer from a third party, they must first present that offer to Learningrx. Learningrx then has the option to purchase the business on the same terms as the third-party offer.
This right of first refusal gives Learningrx control over who becomes a Learningrx franchisee and ensures that the brand maintains consistent standards. For a prospective franchisee, this means that selling the business may require an extra step, as Learningrx has the first opportunity to buy it. It is important to carefully review the terms and conditions related to the right of first refusal in both the Franchise Agreement and the Area Developer Agreement to fully understand the implications.