When exercising discretion, on what basis can Brueggers Bagels make decisions?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding any contrary provisions contained in this Agreement, Franchisor and Franchisee acknowledge and agree that (a) this Agreement (and the relationship of the parties which arises from this Agreement) grants Franchisor the discretion to make decisions, take actions and/or refrain from taking actions not inconsistent with Franchisee's explicit rights and obligations hereunder that may affect favorably or adversely Franchisee's interests; (b) Franchisor shall use its business judgment in exercising such discretion based on its assessment of its own interests and balancing those interests against the interests of the owners of Bakeries generally (including Franchisor and its affiliates and other franchisees), and specifically without considering Franchisee's individual interests or the individual interests of any other particular franchisee; (c) Franchisor shall have no liability to Franchisee for the exercise of its discretion in this manner; and (d) even if Franchisor has numerous motives for a particular action or decision, so long as at least one motive is a reasonable business justification no trier of fact in any legal action shall substitute its judgment for Franchisor's judgment so exercised, and such action or decision shall not be subject to challenge for abuse of discretion
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels Franchise Disclosure Document, Brueggers Bagels has the discretion to make decisions that may affect a franchisee's interests, provided these decisions are consistent with the franchisee's explicit rights and obligations under the agreement. Brueggers Bagels will use its business judgment when making these decisions. This judgment is based on an assessment of its own interests and a balancing of those interests against the interests of all Bakeries, including its affiliates and other franchisees.
Importantly, Brueggers Bagels will specifically avoid considering the individual interests of any particular franchisee when making these decisions. This means that decisions will be made with the broader network in mind, rather than the specific circumstances of one franchise location.
Furthermore, Brueggers Bagels assumes no liability to the franchisee for how it exercises its discretion. Even if Brueggers Bagels has multiple reasons for a decision, the decision will stand as long as at least one motive is a reasonable business justification. In any legal challenge, the decision will not be overturned simply because a third party would have weighed the business reasons differently. This clause reinforces Brueggers Bagels's authority to make decisions based on its overall business strategy, even if those decisions may not always align with the preferences of individual franchisees.