On what basis can the Face Foundrie Franchisor make decisions or exercise its rights?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.5 Franchisor's Application of its Rights*.* Franchisor shall have the right to operate, develop and change the System in any manner that is not specifically precluded by this Agreement.
Whenever Franchisor has reserved in this Agreement a right to take or withhold an action, or are deemed to have a right and/or discretion to take or withhold an action, or to grant or decline to grant Area Developer a right to take or omit an action, except as otherwise expressly and specifically provided in this Agreement, Franchisor may make its decision or exercise its rights, on the basis of the information readily available to Franchisor, and its judgment of what is in its best interests and/or in the best interests of the Franchisor's franchise network, at the time its decision is made, without regard to whether: (i) other reasonable or even arguably preferable alternative decisions could have been made by Franchisor; (ii) the decision or action of Franchisor will promote its financial or other individual interest; (iii) Franchisor's decision or the action it take applies differently to Area Developer and one or more other franchisees or Franchisor's company-owned operations; or (iv) Franchisor's decision or the exercise of its right or discretion is adverse to Area Developer's interests.
In the absence of an applicable statute, Franchisor will have no liability to Area Developer for any such decision or action.
Franchisor and Area Developer intend that the exercise of Franchisor rights or discretion will not be subject to limitation or review.
If applicable law implies a covenant of good faith and fair dealing in this Agreement, Franchisor and Area Developer agree that such covenant shall not imply any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement and that this Agreement grants Franchisor the right to make decisions, take actions and/or refrain from taking actions not inconsistent with Area Developer's rights and obligations hereunder.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the franchisor has the right to make decisions or exercise its rights based on information readily available to them and their judgment of what is in their best interests or the best interests of the franchise network. This applies unless specifically precluded by the agreement.
Face Foundrie can make decisions without regard to whether other reasonable alternatives exist, whether the decision promotes their financial interest, whether the decision applies differently to the Area Developer versus other franchisees or company-owned operations, or whether the decision is adverse to the Area Developer's interests. The document states that Face Foundrie will generally have no liability to the Area Developer for such decisions or actions, in the absence of an applicable statute.
The Area Developer and Face Foundrie agree that the exercise of the franchisor's rights or discretion will not be subject to limitation or review. Furthermore, if applicable law implies a covenant of good faith and fair dealing, it should not imply any rights or obligations inconsistent with a fair construction of the agreement, granting Face Foundrie the right to make decisions, take actions, and/or refrain from taking actions not inconsistent with the Area Developer's rights and obligations.