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How might RCW 19.100.180 affect the termination and renewal provisions in the Cinnaholic franchise agreement?

Cinnaholic Franchise · 2025 FDD

Answer from 2025 FDD Document

Franchisor's Business Judgement.** Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 42–50)

What This Means (2025 FDD)

According to Cinnaholic's 2025 Franchise Disclosure Document, RCW 19.100.180(1) requires that parties deal with each other in good faith. The FDD states that provisions in the franchise agreement allowing Cinnaholic to exercise discretion based on reasonable business judgment may be limited or superseded by this requirement. This means that while Cinnaholic may have certain discretionary rights regarding termination or renewal, those rights must be exercised in good faith, potentially limiting the franchisor's ability to act solely on its business judgment if it conflicts with this standard.

In practical terms, this could affect how Cinnaholic handles renewal applications or decisions to terminate a franchise agreement. For instance, if a franchisee believes Cinnaholic is unfairly denying a renewal or terminating the agreement, citing business judgment, the franchisee could argue that Cinnaholic is not acting in good faith as required by RCW 19.100.180(1). This statute could provide a legal basis for challenging Cinnaholic's decisions, adding a layer of protection for franchisees beyond the specific terms outlined in the franchise agreement.

It is important for prospective Cinnaholic franchisees to understand that while the franchise agreement outlines the specific conditions for termination and renewal, RCW 19.100.180(1) introduces a broader standard of good faith that could influence how those provisions are interpreted and enforced. Franchisees should consult with an attorney to fully understand their rights and obligations under both the franchise agreement and Washington state law.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.