Does a franchisee have an obligation to give the next franchisee a right of refusal to operate a new franchise?

Notwithstanding, the disposition of this issue is more appropriately based on another aspect of this case which clearly supports the plaintiffs’ invocation of an implied term of good faith and fair dealing in the contract. It is this. The existence of the practice of giving to the next closest franchisee the first right of refusal to operate a new franchise supports the conclusion that the parties to this agreement had a reasonable expectation that their relationship would be governed by principles of good faith and fair dealing. The practice amounts to a recognition that an existing franchisee might be adversely affected by the establishment of a new franchise and should therefore be given the opportunity and the right to offset any such adverse impact. Yet nowhere in the franchise agreement is such an obligation expressed. Nevertheless, the mutual business interests of both franchisor and franchisee justify such a practice and good faith requirements demand it. The common law has historically recognized a general rule applicable to every contract that each party agrees, by implication, to do all things as are necessary to enable the other party to have the benefit of the contract. (see Butt v. McDonald (1896), 7 Q.L.J. 68 at 70-71)