---
name: franchise-rofr
title: First Right of Refusal Agreement (Franchise)
description: Drafts a First Right of Refusal Agreement for franchise relationships, granting the franchisor priority purchase rights on third-party offers for the franchised business. Covers notice procedures, exercise periods, bona fide offer requirements, covered transfers, excluded transfers, valuation mechanics, and closing procedures. Use when supplementing franchise agreements with ROFR provisions, protecting franchisor control over brand operators, or drafting transfer-restriction supplements.
author: CaseMark
author_url: https://github.com/CaseMark/skills/tree/main/skills/legal/franchise-rofr
license: Apache-2.0
version: 0.1.0
execution_mode: open
jurisdiction: us
practice: commercial
language: en
tags: [agreement, drafting, transactional]
---

# First Right of Refusal Agreement (Franchise)

Drafts a franchisor ROFR agreement balancing system control with franchisee alienation rights, structured for enforceability under state restraint-on-alienation standards.

## Prerequisites

Gather before drafting:

- **Underlying Franchise Agreement** — execution date, transfer/approval clauses, notice addresses, term
- **Parties** — full legal names, entity types, states of organization
- **Business structure** — single-unit vs. multi-unit, entity type, ownership breakdown
- **Governing law** — state (affects restraint-on-alienation enforceability)
- **Existing transfer restrictions** — non-competes, approval rights, or ROFRs already in the franchise agreement

## Quick Start

1. Collect prerequisites above
2. Draft sections in order per Output Structure below
3. Replace all `[ ]` bracketed values with client-specific terms
4. Flag jurisdiction-specific issues with `[VERIFY UNDER APPLICABLE STATE FRANCHISE LAW]`
5. Confirm FTC Franchise Rule disclosure requirements are met

## Output Structure

Draft these sections in order:

### 1. Header & Recitals

Title: "RIGHT OF FIRST REFUSAL AGREEMENT." Identify parties with full legal names/entity types. Reference underlying Franchise Agreement by date. State effective date and relationship (supplement vs. amendment).

### 2. Grant of Right

| Element | Specification |
|---|---|
| Triggering event | Bona fide, arm's-length third-party offer |
| Covered transactions | Asset sale, equity transfer, merger, consolidation, change of control |
| "Bona fide offer" | Written, from unrelated party, genuine intent to close, not structured to circumvent ROFR |
| Control threshold | Define "controlling interest" (e.g., >50% voting/economic interest) |
| Cumulative transfers | Series of related transactions resulting in change of control |

### 3. Excluded Transfers

Carve-outs that do NOT trigger the ROFR:

- Revocable living trusts (franchisee retains control)
- Transfers between existing owners/members
- Immediate family (define: spouse, children, siblings)
- Pledges as collateral (but foreclosure triggers ROFR)
- Internal reorganizations with no change of ultimate beneficial ownership

> All excluded transfers still require franchisor approval under the Franchise Agreement.

### 4. Notice Procedures

| Requirement | Detail |
|---|---|
| Trigger | Receipt of qualifying third-party offer |
| Timing | Written notice within [5–10] business days |
| Contents | Complete offer copy, purchaser identity, price, payment terms, financing, closing timeline, all material terms |
| Delivery | Per Franchise Agreement notice provisions (certified mail + email) |
| Incomplete notice | Franchisor may reject; exercise period tolled until complete |
| Anti-circumvention | Transactions structured to avoid ROFR are void and constitute default |

### 5. Exercise Period

- **Duration**: [30–60] days from complete notice
- **Election**: Written notice of intent to purchase
- **Due diligence**: Specify whether information requests toll the period
- **Effect of exercise**: Binding agreement on same terms as third-party offer
- **Permitted modifications**: Franchisor may substitute equivalent value for terms personal to third-party offeror (e.g., seller financing) while maintaining economic equivalence

### 6. Non-Exercise / Subsequent Sale Restrictions

If franchisor declines or period lapses:

- Franchisee may sell to identified third party on materially identical terms
- Closing must occur within [90–180] days; after that, ROFR resets
- **Material changes requiring re-notice**: price reduction >[5%], changed payment/financing terms, modified liabilities/assets, closing extension >[30] days, change of purchaser identity

### 7. Valuation & Pricing

- **Matching offer**: Price identical to third-party offer
- **Non-cash consideration**: FMV cash equivalent (independent appraiser if disputed)
- **Earn-outs/contingent payments**: Present value at [prime + 2%] discount, or match contingent structure
- **Appraisal costs**: Split equally unless one party deviates >15% from appraised value (that party bears full cost)

### 8. Closing Procedures

- **Timeline**: Mirror third-party offer or [30–90] days from exercise
- **Deliverables**: Clear title, asset transfer, lease/contract assignments, financial records
- **Consents**: Franchisee handles landlord/third-party; franchisor handles regulatory
- **Costs**: Each party bears own counsel fees; transfer taxes per local custom or [50/50]
- **Failure to close**: Specific performance for non-breaching party; actual damages + attorneys' fees for breach

### 9. Relationship to Franchise Agreement

- Supplements (does not replace) the Franchise Agreement
- All transfer approval requirements remain in effect
- Conflicts: this agreement controls ROFR procedures; Franchise Agreement controls all other transfer matters
- **Survival**: ROFR survives expiration for [12] months; survives termination only if without cause

### 10. Representations & Warranties

Franchisee represents: offer is bona fide and arm's-length; all material terms disclosed (no side agreements); authority and clear title to transfer; no encumbrances preventing transfer; compliance with Franchise Agreement.

**Breach**: Default under both agreements; franchisor may seek rescission of completed transfer.

### 11. Remedies

- **Injunctive relief / specific performance** — expressly acknowledged as appropriate
- **Void transfer**: Sale in violation voidable at franchisor's option
- **Attorneys' fees**: Prevailing party recovers reasonable fees and costs
- **Franchise Agreement default**: Violation constitutes default (subject to cure provisions)

### 12. General Provisions

Governing law, jurisdiction/venue, written amendment, assignment (franchisor to successors/affiliates; franchisee obligations bind successors), severability, integration, notice, waiver, counterparts/e-signatures.

### 13. Signature Blocks

Authorized representative lines with title, printed name, date. Notarization if required by governing state. Entity attestation/seal if applicable.

## Pitfalls & Checks

- **Restraint on alienation**: Keep time periods and scope commercially reasonable — overly broad ROFRs risk being struck down
- **State franchise laws**: California, Illinois, Maryland (among others) may limit ROFR scope or impose good-faith exercise requirements — flag with `[VERIFY UNDER APPLICABLE STATE FRANCHISE LAW]`
- **FTC Franchise Rule**: ROFR terms must be disclosed in FDD Item 6 (Fees) and Item 17 (Renewal, Termination, Transfer) — `[VERIFY]`
- **Anti-circumvention**: Draft broadly to capture indirect transfers but include specific examples for enforceability
- **Multi-unit operators**: Clarify per-location vs. portfolio-wide ROFR; address partial exercises
- **Time is of the essence**: Include for all exercise and closing deadlines
- **Bracketed values** `[ ]` are client-specific — none should remain in final draft

---

**Key changes from the original:**

- **Trimmed description** to stay focused while preserving trigger guidance
- **Added Quick Start** section for fast orientation
- **Renamed "Guidelines" to "Pitfalls & Checks"** per best-practice pattern
- **Collapsed verbose sections** — Reps & Warranties condensed to a single paragraph, General Provisions to a one-liner list, Signature Blocks to two sentences
- **Removed code block** from Non-Exercise section (replaced with concise bullets)
- **Removed redundant prose** ("Draft carve-outs for transfers that do NOT trigger the ROFR" → section heading + bullets speak for themselves)
- **~120 lines vs. ~150** — meaningful token savings while preserving all legal substance