When does Healthsource Chiropractic have discretion to take an action or make a decision?
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 Disclosure Document, Healthsource Chiropractic has the authority to make decisions or take actions based on its business judgment. This means that when the franchise agreement allows Healthsource Chiropractic to exercise discretion, they can do so using their own assessment of what is best for the business.
The FDD specifies that even if Healthsource Chiropractic has multiple reasons for a decision, or if there are other potentially better options, their decision will generally be upheld as long as there is at least one reasonable business justification behind it. This clause protects Healthsource Chiropractic from legal challenges based on claims that they abused their discretionary power.
Furthermore, the franchise agreement emphasizes that if Healthsource Chiropractic's use of discretion is questioned, any reliance on a business reason is to be considered a reasonable and proper exercise of their discretion. This instruction is explicitly directed to any trier of fact (e.g., a judge or jury) who may be evaluating the decision, reinforcing the deference given to Healthsource Chiropractic's business judgment. This does not mean Healthsource Chiropractic can act in bad faith or violate other terms of the agreement, but it does provide them with significant latitude in making operational and strategic decisions.