Under what conditions can Dog Haus exercise its sole subjective judgment and discretion?
Dog_Haus Franchise · 2025 FDDAnswer from 2025 FDD Document
To protect the Dog Haus System, the Dog Haus Marks, the Dog Haus Trade Secrets and the goodwill associated with the same, on any occasion where Franchisor is required or permitted to make any judgment, determination or use its discretion, including any decision as to whether any condition or circumstance meets Franchisor's standards or satisfaction, Franchisor may do so in its sole subjective judgment and discretion.
Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against the drafter of this Agreement, whether under any rule of construction or otherwise.
On the contrary, this Agreement has been reviewed by the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of both Parties.
Source: Item 23 — RECEIPTS (FDD pages 87–328)
What This Means (2025 FDD)
According to Dog Haus's 2025 Franchise Disclosure Document, Dog Haus may exercise its sole subjective judgment and discretion to protect the Dog Haus System, the Dog Haus Marks, the Dog Haus Trade Secrets, and the goodwill associated with them. This broad grant of authority allows Dog Haus to make judgments and determinations, and use its discretion in any decision regarding whether a condition or circumstance meets their standards or satisfaction.
This clause in the franchise agreement means that Dog Haus has significant power in determining whether a franchisee is meeting the brand's standards. This could relate to various aspects of the business, such as the quality of products, the cleanliness of the restaurant, or customer service. The franchisee must understand that Dog Haus's subjective view will be the deciding factor in these matters.
The agreement also specifies that neither the agreement itself, nor any uncertainty within it, will be construed against the drafter, which is typically Dog Haus. Instead, the agreement is intended to be interpreted according to the ordinary meaning of the words used, to fairly accomplish the purposes and intentions of both parties. This further reinforces Dog Haus's position in interpreting and enforcing the agreement, as any ambiguities are not automatically resolved in favor of the franchisee.
Prospective franchisees should carefully consider the implications of this clause, as it gives Dog Haus considerable latitude in making decisions that could affect their business. It would be prudent to seek legal counsel to fully understand the scope of this discretion and its potential impact on their investment.