Can RCW 19.100.180(1) limit or supersede provisions in the Body20 franchise agreement regarding the franchisor's business judgment?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 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that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.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 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, specifically Item 23, provisions in the franchise agreement that allow Body20 to exercise discretion based on its reasonable business judgment may be limited or superseded by RCW 19.100.180(1). This Washington statute requires both parties, Body20 and the franchisee, to deal with each other in good faith.
For a prospective Body20 franchisee in Washington, this means that while the franchise agreement may grant Body20 certain decision-making powers, those powers are not absolute. The franchisee has some protection under Washington law if Body20's actions, even if seemingly justified by 'reasonable business judgment,' are not made in good faith.
This provision aims to protect franchisees from potentially unfair or overbearing actions by the franchisor. It introduces an element of fairness and reasonableness beyond the strict letter of the franchise agreement. Franchisees should be aware of this protection and consult with legal counsel if they believe Body20 is not acting in good faith, even if its actions appear to be within the bounds of the agreement.