What constitutes 'intentionally dishonest and/or unethical conduct' by a Casiola franchisee or owner that could lead to default?

According to the 2024 Casiola Franchise Disclosure Document, a franchisee or owner can be in default of their Casiola franchise agreement if they engage in 'intentionally dishonest and/or unethical conduct'. This conduct must, in Casiola's 'Reasonable Business Judgment', result in embarrassment to Casiola, the System, the Licensed Marks, Casiola Businesses, the Franchised Business, and/or the reputation of the Casiola brand.

The FDD defines 'Reasonable Business Judgment' as decisions made by Casiola with the intention of benefitting or acting in a way that could benefit the System. This includes enhancing the value of the Licensed Marks, increasing customer satisfaction, and minimizing potential customer confusion.

While the FDD specifies that the conduct must be 'intentionally dishonest and/or unethical' and cause embarrassment or harm to the Casiola brand, it does not provide concrete examples of what actions would specifically qualify. It is important for a prospective franchisee to understand that Casiola has broad discretion in determining what constitutes such conduct. Therefore, it would be prudent for a potential franchisee to seek clarification from Casiola regarding specific examples or scenarios that could be considered 'intentionally dishonest and/or unethical conduct' to fully understand the scope of this clause and its potential implications.