| 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
- Collect prerequisites above
- Draft sections in order per Output Structure below
- Replace all
[ ] bracketed values with client-specific terms
- Flag jurisdiction-specific issues with
[VERIFY UNDER APPLICABLE STATE FRANCHISE LAW]
- 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)
