How does the requirement for parties to deal in good faith affect Best Brains' business judgment?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- Franchisor's Business Judgement.
Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, provisions in the franchise agreement that allow Best Brains to use its discretion based on reasonable business judgment may be limited by state law. Specifically, a Washington state law (RCW 19.100.180(1)) requires both parties, Best Brains and the franchisee, to deal with each other in good faith.
This means that while the franchise agreement might grant Best Brains certain decision-making powers, those powers cannot be exercised in a way that violates the implied covenant of good faith and fair dealing. This legal principle prevents either party from taking actions that would unfairly undermine the other party's ability to benefit from the franchise agreement.
For a prospective Best Brains franchisee in Washington, this provides some protection against potentially arbitrary or unreasonable decisions by Best Brains. While Best Brains retains the right to make business judgments, those judgments must be made in good faith, considering the franchisee's interests as well as its own. Franchisees in Washington have legal recourse if Best Brains acts in bad faith, even if the action technically falls within the discretion granted by the franchise agreement.