Can Checkers make decisions that affect the franchisee's interests, even adversely, if not inconsistent with the franchisee's explicit rights and obligations?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
We and you acknowledge and agree that this Agreement (and the relationship of the parties which arises from this Agreement) grants us the right to make decisions, take actions and/or refrain from taking actions not inconsistent with your explicit rights and obligations hereunder that may affect favorably or adversely your interests. You understand and agree that we may operate and change the System and our business in any manner that is not expressly and specifically prohibited by this Agreement. Whenever we have reserved in this Agreement a right and/or discretion to take or withhold an action, or to grant or decline to grant you a right to take or withhold an action, except as otherwise expressly and specifically provided in this Agreement, we may make our decision or exercise our right and/or discretion on the basis of our judgment of what is in our best interests, including our judgment of what is in the best interests of our franchise network, at the time our decision is made, without regard to: (a) whether other reasonable or even arguably preferable alternative decisions or actions could have been made by us; (b) whether our decision or the action we take promotes our financial or other individual interest; (c) whether our decision or the action we take applies differently to you and one (1) or more other franchisees; or (d) whether our decision or the exercise of our rights is adverse to your individual interests or the individual interests of any other particular franchisees. We will have no liability to you for any such decision or exercise of our rights.
Source: Item 23 — RECEIPTS (FDD pages 92–384)
What This Means (2025 FDD)
According to Checkers' 2025 Franchise Disclosure Document, Checkers retains the right to make decisions that may affect a franchisee's interests, even adversely, as long as those decisions are not inconsistent with the franchisee's explicit rights and obligations under the franchise agreement. This means Checkers has broad discretion to operate and change its business system in ways not specifically prohibited by the agreement.
Checkers can make decisions based on its judgment of what is in its best interests or the best interests of its franchise network, without regard to whether other, possibly better, alternatives exist. These decisions can also be made irrespective of whether they promote Checkers' financial interests, apply differently to franchisees, or are adverse to individual franchisee interests.
This clause emphasizes the independent contractor relationship between Checkers and its franchisees. It also highlights that Checkers will not be liable for decisions made in this context. Prospective franchisees should understand that Checkers has significant latitude in how it manages the franchise system, which could impact individual franchise operations positively or negatively.