A critical review of the epistemological foundations of free-choice learning (FCL) theory was undertaken to evaluate how this theory treats knowledge, whatever importance we might attach to it. It is argued here that free-choice learning has great promise yet would benefit from theoretical adjustments that modify Vygotsky's learning theory by using Dewey's pragmatic epistemological theories. It is suggested that the concept of intramental knowledge in free-choice learning needs to be grounded on Dewey's pragmatic conceptions of knowledge, in order to valorise the learner's own knowledge, and their volitional activity in choosing their beliefs, and to provide a more robust foundation for the conceptualization of knowledge. It is further argued that the notion of intermental knowledge needs significant adjustment, as it seems implausible that knowledge actually exists between people. However, in order to keep the focus of free-choice learning on the importance of social exchanges in learner construction of knowledge, Dewey's compatible notion of the importance of the learning exchange is proposed as a substitute for intermental knowledge. It is also suggested that there is a need for additional guidance to educators on how most effectively and sensitively to mediate learner values and interests, given that educators working with learners have interests, aims, and values of their own. I suggest a solution based on pragmatic epistemological and learning theories.