How might RCW 19.100.180(1) limit or supersede provisions in the Cinnaholic franchise agreement regarding the franchisor's business judgment?

According to Cinnaholic's 2025 Franchise Disclosure Document, provisions in the franchise agreement that allow Cinnaholic to use its business judgment may be limited by Washington law. Specifically, RCW 19.100.180(1) requires that both parties, Cinnaholic and the franchisee, deal with each other in good faith. This means that even if the franchise agreement gives Cinnaholic discretion in certain business decisions, they must exercise that discretion honestly and fairly, not arbitrarily or to unfairly disadvantage the franchisee.

For a prospective Cinnaholic franchisee, this is an important protection. It prevents Cinnaholic from using its business judgment to take actions that, while technically allowed by the agreement, are detrimental to the franchisee and not in good faith. This could apply to decisions about marketing, supply chain management, or enforcement of brand standards. The franchisee can argue that Cinnaholic did not act in good faith if they believe Cinnaholic's decision was unreasonable or intended to harm their business.

However, it is important to note that the interpretation of "good faith" can be subjective and may require legal interpretation in case of a dispute. Franchisees should consult with an attorney to understand their rights and how this law applies to specific situations within their Cinnaholic franchise agreement. This ensures that Cinnaholic acts reasonably and fairly in its business dealings with its franchisees in Washington.