When exercising discretion, what interests will the Face Foundrie franchisor balance?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
Additionally, if applicable law shall imply such covenant, the parties acknowledge and agree that (i) this Agreement (and the relationship of the parties which arises from this Agreement) grants Franchisor the discretion to make decisions, take actions and/or refrain from taking actions not inconsistent with Franchisee's explicit rights and obligations hereunder that may affect favorably or adversely Franchisee's interests; (ii) Franchisor will use its judgment in exercising such discretion based on its assessment of its own interests and balancing those interests against the interests of the owners of Face Foundrié Facial Bars generally (including Franchisor's Affiliates and other franchisees and licensees), and specifically without considering Franchisee's individual interests or the individual interests of any other particular franchisee; (iii) Franchisor will have no liability to Franchisee for the exercise of its discretion in this manner so long as such discretion is not exercised in bad faith toward Franchisee; and (iv) in the absence of such bad faith, no trier of fact in any legal action or arbitration proceeding shall substitute its judgment for Franchisor's judgment so exercised.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the franchisor has the discretion to make decisions that may affect a franchisee's interests. In exercising this discretion, Face Foundrie will use its judgment based on its own interests and balance those interests against the interests of the owners of Face Foundrié Facial Bars generally, including its affiliates, other franchisees, and licensees.
Specifically, Face Foundrie will not consider a franchisee's individual interests or the individual interests of any other particular franchisee. The franchisor will not be liable to the franchisee for exercising its discretion as long as it is not done in bad faith.
Furthermore, in the absence of bad faith, no third party can substitute their judgment for Face Foundrie's judgment. This means that Face Foundrie prioritizes the collective interests of the franchise system over the specific concerns of individual franchisees when making decisions, which is a common practice in franchising to maintain brand consistency and system-wide growth.