Purpose – The ultimate goal of a franchise system comes from its win-win strategy. Agency theory uses goal incongruity to examine complex contracting problems between buyers and suppliers. Goal incongruity within a contractual relationship can be defined as the agent’s desire not to cooperate. It is the degree to which the contractual terms do not satisfy the agent’s goals. The greater the goal incongruity between the agent and the contract, the more likely it is that the agent will meet the terms of the contract. Thus, goal incongruity between buyers and suppliers has close relationships with both behavioral and financial performance. This study tries to examine these relationships in the franchise context using a model including related variables, such as regulatory foci, financial performance, and opportunism, to explain the reasons that not all franchisees perform their best. In particular, the study examines the effects of goal incongruity on regulatory focus, and the effects of regulatory focus on performance and opportunism. In short, the objective is to determine goal incongruity’s effect on regulatory foci, and the effect of regulatory focus on performance and opportunism. Research design, data, and methodology – This study used data collected from the franchisee managers of 104 franchisors in South Korea. The franchisors include more than 10 franchisees, the majority of whom have been in business for more than five years. The study also surveyed 104 franchisees, matched with their franchisors for the sake of a dyadic approach. The study used regression analysis to test the hypotheses. Results – H1 and H2 predicted that goal incongruity would decrease promotion focus and increase prevention focus. Supporting H1, the result indicates goal incongruity had a positive effect on promotion focus. However, H2 was not supported. Goal incongruity had no significant effect on prevention focus (β = -.375, t = -4.331 and β = -.145, t = -1.950, respectively). H3 and H4 predicted that promotion focus would increase financial performance and decrease opportunism. Supporting these hypotheses, the results indicate that promotion focus had a positive effect on financial performance and a negative effect on opportunism (β = .771, t = 7.899 and β = -.765, t = -6.778, respectively). H5 and H6 predicted that prevention focus would decrease financial performance and increase opportunism. However, the results do not support these hypotheses. The results indicate that prevention focus had no effects on opportunism or financial performance (β = -.130, t = -1.070 and β = .090, t = .641, respectively). Overall, the evidence generally supported the hypotheses. Conclusion – Goal incongruity between a franchisor and a franchisee increases the franchisee’s financial performance and opportunism, and the relationship is mediated by promotion focus. Interestingly, however, prevention focus has no mediating effect between goal incongruity and performance. Even though no significant relation exists between goal incongruity and prevention focus, the results have two implications. First, decreasing goal incongruity can improve financial performance and suppress franchisee opportunism. Second, the relationship between goal incongruity and performance affects promotion-focused franchisees.