Franchise Right of First Refusal: How It Can Take Your Buyer

You find a buyer. You agree a price. Then the franchisor may match the offer and take the deal.

A franchise right of first refusal gives the franchisor that opportunity, subject to the clause’s scope and notice requirements. In 5 of the five 2026 FDDs quoted here, Item 17 row n reserves a right of first refusal at the single-unit level.

The comparison covers Smoothie King, PJ’s Coffee, The Human Bean, Jamba and Robeks, whose FDDs were issued February to April 2026; The Human Bean amended its FDD May 5, 2026. Franchisors reissue their FDDs at least once a year; confirm each term in the brand’s current FDD before relying on it.

The clause in five brands’ own words

Smoothie King, row n, Section 15.4: “Smoothie King can match any offer for the Unit.”

PJ’s Coffee, row n, Article 13.2: “Franchisor can match any offer for Franchisee’s PJ’s Unit.”

The Human Bean, row n, Sections 12.7 and 15.7: “We have the option to purchase the franchise business before most transfers on same terms or to purchase franchise assets upon termination at fair market value.”

Jamba, row n, Section 16.8: “We can match any offer for your Store or substantially all interest in your entity.”

Robeks, row n, Section 19.C: “We can match any third party offer to buy the franchise, assets, or controlling interest that is the subject of a proposed transfer. We have 30 days in which to exercise our right of first refusal.”

The wording defines different covered interests. The Human Bean also summarizes its termination purchase right in row n and cross-references that row from row o. Keep the two triggers separate when reading it.

The decision window: summary versus agreement

Brand	ROFR?	Decision deadline	What it covers	Option to purchase on termination or expiration, row o	FDD issued and Item 17 row
Smoothie King	Yes	No period in row n. Section 15.4 gives thirty (30) days after written notice and receipt of all required additional information.	Row n: any offer for the Unit. Section 15.4 covers offers for 50% or more of specified voting, agreement or asset interests, and transfers producing financial or management control.	Assets at fair market value within 30 days after expiration or termination; proprietary products at fair market value. Sections 16.2 and 16.3.	April 8, 2026; rows n/o
PJ’s Coffee	Yes	No period in row n. Article 13.2(iii) gives 15 days after receipt of written notification. Row m separately refers to fifteen days before transfer.	Offer for Franchisee’s PJ’s Unit; Article 13.2(iii) addresses a partial or whole interest in the agreement or Unit.	“Not Applicable.”	April 10, 2026; rows n/o
The Human Bean	Yes	No period in row n. Section 12.7 gives thirty (30) days after receipt of the offer; an altered offer starts another thirty (30) days.	Franchise business before most transfers on the same terms; Section 12.7 addresses an offer for the franchised THB Outlet.	Row o: “See line item (n) above.” Section 15.7 permits purchase of specified tangible assets or property at fair market value upon termination or expiration.	February 25, 2026; amended May 5, 2026; rows n/o
Jamba	Yes	No period in row n. Section 16.8.A gives 30 days after receipt of the information required by that section.	Store or substantially all interest in the entity.	Goods at fair market value excluding goodwill; owned Accepted Location or interest in its lease. Section 18.4 supplies the termination and location-acquisition conditions.	March 27, 2026; rows n/o
Robeks	Yes	Row n gives 30 days. Section 19.C.2 starts the period after receipt of the offer, supporting information and consent application.	Franchise, assets or controlling interest subject to a proposed transfer.	“Right to purchase tangible assets only upon termination or expiration of the Franchise Agreement.” Section 18.B.	April 17, 2026; rows n/o

What it is not

It is not the approval requirement. Approval means the franchisor assesses the proposed transfer against its conditions. Smoothie King’s row m includes qualifications, compliance, a guaranty, a release, training and remodeling. The transfer approval process compares those conditions across the same five FDDs. For the separate guaranty-release question, see the personal guarantee release guide.

A right of first refusal addresses whether the franchisor will take the qualifying offer itself. A decision not to exercise that right does not replace transfer approval. Review both alongside the transfer fee and other conditions.

Why it matters to your buyer

A buyer may spend money on legal review, accounting and lease work before closing. The exercise window belongs in the deal schedule because the franchisor may become the purchaser instead. The resale due-diligence request list helps sequence the documents, while the resale versus new-unit comparison explains why buying an operating unit still requires agreement review.

Resolve the notice requirements and the window before setting firm closing dates. Ask the franchisor about its exercise history; these contract terms alone do not establish how frequently the right is used.

The other clause in the same table: the option to purchase

Item 17 row o addresses a separate purchase right. In 4 of the five 2026 FDDs quoted here, row o discloses one: Smoothie King, The Human Bean, Jamba and Robeks. PJ’s Coffee marks it Not Applicable.

Smoothie King’s row o states:

“Smoothie King may exercise its option to purchase your assets at fair market value within 30 days after the Franchise Agreement expires or is terminated. Also, Smoothie King may purchase any proprietary product you may have at fair market value.”

Jamba’s row o states:

“We may purchase your Goods related to the Store at the fair market value (exclusive of good will) and may purchase your Accepted Location if you own it or your interest in any lease.”

The Human Bean’s Section 15.7 applies upon termination or expiration and provides for purchase of specified tangible assets or property at fair market value. Robeks’ row o limits the stated purchase right to tangible assets upon termination or expiration. Those provisions concern the end of the agreement, rather than matching the sale offer under the refusal clause.

If the sale follows financial trouble, review buying a distressed franchise. If the owner dies or becomes incapacitated, estate transfer terms add another set of conditions to examine.

What to do about it

Find the exercise period. Record the section number, day count and notice requirements. Ask what makes a submission complete and whether changed terms restart the period.

Sequence the buyer’s spending. Review which costs must be incurred before the franchisor decides and how the purchase contract addresses that risk.

Read the approval conditions alongside the refusal right. Ask what training, agreement, remodeling and fee requirements remain if the franchisor does not exercise its right.

Ask whether the terms are negotiable. Put the scope, notice requirements and exercise period into the agreement negotiation discussion with your attorney. FDD Item 17 explained shows where to locate the summary and its agreement references.

Raise the ROFR before you sign

Our free franchise agreement negotiation checklist includes the transfer questions to raise with your attorney: fees, approval rights, buyer training, and the right of first refusal. Plus the due-diligence kit.

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Questions to ask before you list the business

• Which agreement section contains the right of first refusal?
• What interests does it cover, and which transfers are excepted?
• What documents start the exercise period?
• Do changed offer terms restart the clock?
• What payment substitutions or deductions does the clause allow?
• What approval conditions remain after the franchisor declines to exercise?
• Does row o disclose a separate purchase right, and how is its price determined?

Buying or selling an existing franchise: Resale basics, where to find resales, due diligence, resale versus new, transfer approval, transfer fees, owner death and distressed franchises.