Does the Aira Fitness franchise agreement create a fiduciary relationship between the franchisee and franchisor?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Independent Contractor; No Fiduciary Relationship.
It is understood and agreed by both you and us that this Agreement does not create a fiduciary relationship between us, that we are independent contractors and that nothing in this Agreement isintended to make either of us a general orspecial agent, legal representative,subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever.
You agree to conspicuously identify yourself at the Aira Fitness Business and in all dealings with potential and existing customers, employees, suppliers, and others as the owner of an independent Aira Fitness Business pursuant to a franchise agreement with us.
You further agree to place any notices of independent ownership on your signs, forms, business cards, stationery, advertising and other materials that we may require from time to time.
- B.
No Liabilities, No Warranties.
We have not authorized or empowered you to use the Marks except as provided by this Agreement.
You agree not use any Mark in signing any contract, lease, mortgage, check, purchase agreement, negotiable instrument, application for any license or permit, or any other legal obligation, or in any manner that may result in liability to us for any indebtedness or obligation of yours.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, the franchise agreement explicitly states that it does not create a fiduciary relationship between the franchisee and franchisor. The agreement specifies that Aira Fitness and its franchisees are independent contractors, and nothing within the agreement is intended to establish either party as a general or special agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose. This is a fairly standard practice in franchising, as the franchisor-franchisee relationship is typically structured as an independent business arrangement rather than a fiduciary one.
As an Aira Fitness franchisee, you are required to conspicuously identify yourself as the owner of an independent Aira Fitness business operating under a franchise agreement. This includes displaying notices of independent ownership on signs, forms, business cards, stationery, advertising, and other materials as required by Aira Fitness. This reinforces the independent nature of the franchisee's business and helps to avoid any misrepresentation of a direct employment or agency relationship with the franchisor.
Furthermore, the agreement stipulates that franchisees are not authorized or empowered to use Aira Fitness's marks except as explicitly provided in the agreement. Franchisees must not use these marks in any way that could create liability for Aira Fitness due to the franchisee's indebtedness or obligations. This provision protects Aira Fitness from potential legal or financial repercussions arising from the franchisee's actions, further solidifying the arms-length nature of the relationship. This clear delineation of responsibilities and liabilities is a common feature of franchise agreements, designed to maintain the independence of each party while ensuring brand consistency and protection.