What is the deadline for closing on the purchase if Pearce Bespoke elects to purchase the franchisee's interest?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
7.2 Our Right of First Refusal.
- (a) If you receive, and desire to accept, from a third party a bona fide offer to transfer any of your rights in this Agreement, you shall promptly notify us in writing and send us an executed copy of the contract of transfer. We shall have the right and option, exercisable within thirty (30) days after actual receipt of such notification or of the executed contract of transfer which shall describe the terms of the offer, to send written notice to you that we intend to purchase your interest on the same terms and conditions offered by the third party.
- (b) Closing on the purchase must occur within sixty (60) days from the date of notice by us to you of our election to purchase. If we elect not to accept the offer within the thirty (30) day period, you shall have a period not to exceed sixty (60) days to complete the transfer subject to our approval of the third-party transferee of your rights, which may be withheld in our sole discretion. Any material change in the terms of any offer before closing shall constitute a new offer subject to the same rights of first refusal by us as in the case of an initial offer.
- (c) Our failure or refusal to exercise the option afforded by this Section 7 shall not constitute a waiver of any other provision of this Agreement.
- (d) If the offer from a third-party provides for payment of consideration other than cash or involves certain intangible benefits, we may elect to purchase the interest proposed to be sold for the reasonable cash equivalent, or any publicly-traded securities, including its own, or intangible benefits similar to those being offered. If the parties cannot agree within a reasonable time on the reasonable cash equivalent of the non-cash part of the offer, then such amount shall be determined by an independent appraiser designated by us, and such appraiser's determination shall be binding.
Source: Item 23 — RECEIPTS (FDD pages 39–172)
What This Means (2025 FDD)
According to Pearce Bespoke's 2025 Franchise Disclosure Document, if a franchisee receives a legitimate offer from a third party to buy their rights in the Area Development Agreement and wishes to accept it, they must inform Pearce Bespoke in writing and provide a copy of the transfer contract. Pearce Bespoke then has 30 days from receiving this notification to decide whether to buy the franchisee's interest themselves, matching the terms of the third-party offer.
If Pearce Bespoke decides to purchase the franchisee's interest, the closing on the purchase must occur within 60 days from the date Pearce Bespoke notifies the franchisee of their decision to purchase. If Pearce Bespoke chooses not to accept the offer within the initial 30-day period, the franchisee has up to 60 days to finalize the transfer to the third party, subject to Pearce Bespoke's approval of the third-party transferee, which Pearce Bespoke can withhold at their discretion.
Any significant changes to the terms of the offer before closing are considered a new offer, which would again be subject to Pearce Bespoke's right of first refusal. This process ensures that Pearce Bespoke has the opportunity to maintain control over its franchise network and that any transfer of rights aligns with its strategic interests.