Can Buff City Soap make decisions that apply differently to the franchisee and one or more other franchisees?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement grants Franchisor the right, and Franchisee acknowledges and agrees that Franchisor maintains such right, to operate and change the System and Franchisor's business in any manner that is not expressly and specifically prohibited by this Agreement or Applicable Law. Whenever Franchisor has reserved in this Agreement a right and/or discretion to take or withhold an action, or to grant or decline to grant Franchisee a right to take or withhold an action, except as otherwise expressly and specifically provided in this Agreement or prohibited by Applicable Law, Franchisor may make its decision or exercise its right and/or discretion on the basis of its judgment of what is in its best interests, including its judgment of what is in the best interests of the Buff City Soap franchise network, at the time Franchisor's decision is made, without regard to: (1) whether other reasonable or even arguably preferable alternative decisions or actions could have been made by Franchisor; (2) whether Franchisor's decision or the action it takes promotes its financial or other individual interest; (3) whether Franchisor's decision or the action it takes applies differently to Franchisee and one or more other franchisees; or (4) whether Franchisor's decision or the exercise of its rights is adverse to Franchisee's individual interest or the individual interests of any other particular franchisees. Franchisor will have no liability to Franchisee for any such decision or exercise of its rights.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to Buff City Soap's 2025 Franchise Disclosure Document, Buff City Soap retains the right to make decisions that may affect franchisees differently. Specifically, Buff City Soap can make decisions or take actions that aren't explicitly prohibited by the franchise agreement or applicable law, even if those decisions apply differently to individual franchisees. This discretion extends to decisions about the Buff City Soap franchise network's best interests.
Buff City Soap's decisions can be based on its judgment of what benefits the entire Buff City Soap network, without necessarily considering whether alternative decisions could be made or whether the decision favors Buff City Soap's financial interests. The brand is not obligated to ensure that expenditures from the Brand Fund in any geographic area are proportional to the contributions made by franchisees in that area. Buff City Soap also does not guarantee that a franchisee's Makery will directly benefit in proportion to its Brand Fund contributions.
This latitude means that Buff City Soap has the power to implement changes or strategies that might benefit some franchisees more than others, or even adversely affect certain franchisees. However, Buff City Soap will not have any liability to the franchisee for any such decision or exercise of its rights. Prospective franchisees should understand that Buff City Soap prioritizes the overall health and growth of the franchise system, which may sometimes necessitate decisions that do not equally benefit all franchisees.
Given this broad discretion, it is crucial for potential Buff City Soap franchisees to carefully evaluate the terms of the franchise agreement and consider how such decision-making authority could impact their individual business. Understanding Buff City Soap's priorities and how they align with a franchisee's own business goals is essential for a successful franchise partnership.