How might RCW 19.100.180(1) limit or supersede the franchisor's business judgment for Ledgers?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, provisions in the franchise agreement that allow Ledgers to use its reasonable business judgment may be limited by Washington state law. Specifically, RCW 19.100.180(1) requires that both parties, Ledgers and the franchisee, deal with each other in good faith.
This means that while the Ledgers franchise agreement may grant Ledgers some discretion in making business decisions, this discretion is not absolute for franchisees in Washington. The "good faith" requirement of RCW 19.100.180(1) could be interpreted to mean that Ledgers must act honestly and fairly in its dealings with franchisees, and cannot use its business judgment to unfairly disadvantage them.
For a prospective Ledgers franchisee in Washington, this provides some protection against potentially overreaching decisions by the franchisor. It is important to understand that this does not eliminate Ledgers' ability to make business decisions, but it does provide a legal basis for challenging decisions that appear to be made in bad faith. Franchisees should consult with an attorney to fully understand their rights under RCW 19.100.180(1) and how it applies to their specific situation.