factual

In Michigan, does Mr. Sandless have a right of first refusal to purchase the assets of a Mr. Sandless franchise?

Mr_Sandless Franchise · 2025 FDD

Answer from 2025 FDD Document

  • (h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c).

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 30–34)

What This Means (2025 FDD)

According to the 2025 Mr. Sandless Franchise Disclosure Document, Michigan law addresses the franchisor's right of first refusal. Specifically, Michigan law prohibits certain unfair provisions that are sometimes included in franchise documents. One such provision relates to the franchisor's right to purchase a franchise.

Specifically, Michigan law states that franchise documents cannot be enforced against a franchisee if they contain a provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor. However, this does not prohibit a provision that grants Mr. Sandless a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets. It also does not prohibit a provision that grants Mr. Sandless the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach.

In summary, Mr. Sandless is permitted to have a right of first refusal to purchase a franchise in Michigan under certain conditions, namely if it matches a third-party offer or if the franchisee has breached the agreement. This is a fairly typical arrangement in franchising, allowing the franchisor to maintain control over the brand and its franchisees.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.