What does 'sole discretion' mean for Boulder Designs when rendering a decision?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
If Franchisor obtains a National Accounts project in the Territory, Franchisor may, but is not obligated to, offer the project to Franchisee for execution and completion. If Franchisor makes such an offer, Franchisee agrees to service the National Account under the same terms, pricing, and provisions negotiated for the National Account. Under certain circumstances, if Franchisor determines, in its sole discretion, that Franchisee is not capable of servicing the National Account, or if the volume of services exceed demand at the time, Franchisor may authorize the Franchisee, other BOULDER DESIGNS franchisees, Franchisor itself, or other qualified third-parties to provides the services to the National Account.
Franchisor retains all rights to the projects of National Accounts, including invoicing, processing, and making disbursements related to the National Accounts projects. If a Franchisee chooses to participate in the National Accounts program, and if Franchisor successfully completes a project of a National Accounts program in Franchisee's Territory, Franchisor shall make the appropriate disbursement to Franchisee minus 20% of the Gross Revenues or any other amount, or method as designated at the sole discretion of the Franchisor pursuant to the terms of specific National Account derived from the National Accounts project.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the term 'sole discretion' grants Boulder Designs the exclusive right to make decisions based on its own judgment, without needing approval from franchisees or other parties. This is particularly relevant in the context of National Accounts projects.
Boulder Designs retains the right to determine if a franchisee is capable of servicing a National Account. If Boulder Designs, in its sole discretion, deems the franchisee unable to handle the account or if the service volume exceeds current capacity, Boulder Designs can authorize other franchisees, itself, or qualified third parties to fulfill the services. This decision rests entirely with Boulder Designs, giving them control over who provides services for these key accounts.
Furthermore, Boulder Designs also has sole discretion in determining the disbursement amount to the franchisee from National Accounts projects, besides the stated 20% of Gross Revenues. This means that while a franchisee may participate in the National Accounts program, Boulder Designs ultimately decides the final compensation structure, potentially impacting the franchisee's revenue from these projects. This gives Boulder Designs significant control over the financial aspects of National Accounts and introduces an element of uncertainty for franchisees relying on income from these projects.
This discretion allows Boulder Designs to maintain control over its brand and ensure consistent service quality for National Accounts. However, it also places franchisees in a position where their ability to participate in and profit from these accounts is subject to Boulder Designs's judgment, potentially creating financial uncertainty. Prospective franchisees should carefully consider the implications of this provision and seek clarification on the criteria used to assess franchisee capabilities and determine disbursement amounts.