Does the Aira Fitness franchise agreement create a fiduciary relationship between the franchisor and franchisee?
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.
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 Aira Fitness and the franchisee. The agreement specifies that both parties are independent contractors. This means that neither Aira Fitness nor the franchisee acts as a general or special agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose.
This delineation is crucial because it clarifies that Aira Fitness does not have a legal obligation to act in the franchisee's best interest, which is a characteristic of a fiduciary relationship. Franchisees are responsible for managing their Aira Fitness Business independently and must identify themselves as such in all dealings with customers, employees, and suppliers. This includes placing notices of independent ownership on signs, forms, business cards, and other materials as required by Aira Fitness.
The agreement also emphasizes that franchisees are not authorized or empowered to use Aira Fitness's marks in any way that could create liability for Aira Fitness. Franchisees must not use the marks in signing contracts, leases, mortgages, or any other legal obligations that could result in Aira Fitness being responsible for the franchisee's debts or obligations. This reinforces the independent nature of the relationship and protects Aira Fitness from potential liabilities arising from the franchisee's actions.
Overall, this clause is a standard provision in many franchise agreements to ensure clarity and avoid potential legal disputes regarding the nature of the relationship between the franchisor and franchisee. Prospective Aira Fitness franchisees should understand that they are entering into an independent business relationship and are responsible for their own business decisions and liabilities.