Does Learningrx have the right to first refusal to purchase the assets of a franchise on the same terms as a third party?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.7 Right of First Refusal. Franchisee grants Franchisor the right to purchase the Business on the same terms and conditions specified in a bona fide written offer from a qualified third-party. Within seven (7) days after receipt of the bona fide offer acceptable to Franchisee to transfer all or part of the Business, Franchisee must forward a signed copy of the written offer to Franchisor. Franchisor will then have access to all Franchisee's Business Records in order to evaluate the offer and may purchase the Business upon notification to Franchisee within thirty (30) days.
- 14.8 Election of Right/Set Offs. If Franchisor elects to exercise its option to purchase under this Agreement, Franchisor will have the right to set off against any payment all amounts due from Franchisee under this Agreement.
- 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 the 2025 Learningrx Franchise Disclosure Document, Learningrx has the right of first refusal to purchase a Learningrx franchise business. Specifically, if a franchisee receives a legitimate written offer from a qualified third party to buy the business, the franchisee must provide Learningrx with a signed copy of the offer.
Learningrx then has the right to access all of the franchisee's business records to evaluate the offer. Learningrx can then purchase the Learningrx business by notifying the franchisee within 30 days. This purchase would be under the same terms and conditions as the third-party offer.
However, if Learningrx chooses not to exercise its right to purchase the franchise within the 30-day timeframe, the franchisee is then permitted to transfer the business to the third party. There is a condition that the sale cannot be at a lower price or on more favorable terms than what was initially disclosed to Learningrx. The transfer is still subject to Learningrx's prior written approval and other conditions outlined in the agreement. If the franchisee doesn't transfer the business on the same terms offered to Learningrx, the right of first refusal must be extended to Learningrx again before any other transfer.