Will Benjamin Franklin Plumbing be liable for decisions made in the best interest of the brand?
Benjamin_Franklin_Plumbing Franchise · 2025 FDDAnswer from 2025 FDD Document
We make no warranties or guarantees and assume no liability or obligation to you by providing any waiver, approval, consent or suggestion in connection with this Agreement.
- 22.9. Our Business Judgment.
Except as otherwise expressly provided in this Agreement, whenever we exercise a right and/or discretion to take or withhold an action, we can make our decision or exercise our discretion based on our judgment of what is in the best interests of the Brand at the time, even though (a) there may have been alternative decisions or actions that could have been taken; (b) our decision or the action taken promotes our own financial interest; or (c) our decision or the action may apply differently to different franchisees.
In the absence of an applicable statute, we will have no liability to you for any such decision or action.
If applicable law implies a duty of good faith and fair dealing in this Agreement, we and you agree that
the duty does not encompass any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 88–312)
What This Means (2025 FDD)
According to the 2025 FDD, Benjamin Franklin Plumbing will generally not be liable for decisions made in the best interest of the brand. Specifically, section 22.9 clarifies that Benjamin Franklin Plumbing can make decisions based on their judgment of what benefits the brand, even if alternative actions existed, the decision favors their financial interests, or the decision affects franchisees differently.
However, this protection from liability does not apply if there is an applicable statute that states otherwise. Furthermore, while a duty of good faith and fair dealing may be implied by law, this duty will not encompass rights or obligations inconsistent with the agreement's terms. This means that Benjamin Franklin Plumbing has significant latitude in making business decisions without facing legal repercussions from franchisees, provided those decisions are viewed as being in the brand's best interest and do not violate any explicit legal statutes.
This clause is significant for prospective franchisees because it highlights the extent to which Benjamin Franklin Plumbing retains control and discretion over brand-related decisions. While franchisees must adhere to brand standards to maintain consistency and protect the brand's reputation, Benjamin Franklin Plumbing has the power to make strategic choices that could impact individual franchisees differently. Franchisees should therefore carefully consider the potential implications of this clause and how it might affect their business operations and profitability.