What is Healthsource Chiropractic allowed to base its actions or decisions on when it has discretion?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.19 Exercise of Discretion. Whenever this Agreement gives HealthSource Chiropractic discretion to take an action or make a decision, HealthSource Chiropractic will be allowed to take or make (or refrain from taking or making) that action or decision based on its business judgment. Even if HealthSource Chiropractic has numerous motives for a particular action or decision and/or there are other reasonable and/or arguably preferable alternatives to a particular action or decision, so long as at least one motive is a reasonable business justification, the action or decision will not be subject to challenge for abuse of discretion. IF THE EXERCISE OF HEALTHSOURCE CHIROPRACTIC'S DISCRETION AS TO ANY MATTER IS CHALLENGED, THE PARTIES EXPRESSLY DIRECT THE TRIER OF FACT THAT HEALTHSOURCE CHIROPRACTIC'S RELIANCE ON A BUSINESS REASON IN THE EXERCISE OF ITS DISCRETION IS TO BE VIEWED AS A REASONABLE AND PROPER EXERCISE OF HEALTHSOURCE CHIROPRACTIC'S DISCRETION, WITHOUT REGARD TO WHETHER OTHER REASONS FOR ITS DECISION MAY EXIST AND WITHOUT REGARD TO WHETHER THE TRIER OF FACT WOULD INDEPENDENTLY ACCORD THE SAME WEIGHT TO THE BUSINESS REASON.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Agreement, when the agreement gives Healthsource Chiropractic discretion to take an action or make a decision, Healthsource Chiropractic will be allowed to take or make (or refrain from taking or making) that action or decision based on its business judgment. This means that Healthsource Chiropractic has the authority to make choices regarding the franchise operation based on what they believe is best for their business interests.
Even if Healthsource Chiropractic has multiple reasons for a particular action or decision, or if there are other reasonable alternatives, the action or decision will not be subject to challenge for abuse of discretion as long as at least one motive is a reasonable business justification. This protects Healthsource Chiropractic from legal challenges to their decisions, provided they can demonstrate a reasonable business rationale.
Furthermore, if Healthsource Chiropractic's exercise of discretion is challenged, the agreement directs the trier of fact to view Healthsource Chiropractic's reliance on a business reason as a reasonable and proper exercise of discretion. This instruction applies regardless of whether other reasons for the decision exist or whether the trier of fact would independently give the same weight to the business reason. This clause further reinforces Healthsource Chiropractic's ability to make decisions based on their business judgment and limits the franchisee's ability to challenge those decisions.