Does the Aira Fitness franchise agreement create any rights for parties who are not part of the agreement?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
8. Miscellaneous.
- (a) Aira Fitness Franchising LLC is a third-party beneficiary of this Addendum, with independent rights of enforcement.
- (b) References to the Lease and to the Franchise Agreement include all amendments, addenda, extensions, and renewals to the documents.
- (c) References to Landlord, Tenant, and Aira Fitness include the successors and assigns of each of the parties.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date written above. TENANT: LANDLORD:
Attachment F to the Franchise Agreement
TELEPHONE NUMBER ASSIGNMENT AGREEMENT
THIS TELEPHONE NUMBER ASSIGNMENT AGREEMENT by and between the Franchisee identified below ("Franchisee") and Aira Fitness Franchising LLC. (hereinafter the "Aira Fitness").
BACKGROUND:
- A. Aira Fitness has developed and owns the proprietary system ("System") for the operation of an exercise facility under the trademark and logo Aira FITNESS (the "Aira Fitness Business");
- B. Franchisee has been granted a franchise to operate an Aira Fitness Business pursuant to a Franchise Agreement and in accordance with the System;
- C. In order to operate its Aira Fitness Business, the Franchisee will be acquiring one or more telephone numbers, telephone listings and telephone directory advertisements; and
- D. As a condition to the execution of the Franchise Agreement, Aira Fitness has required that the Franchisee collaterally assign all of its right, title and interest in its telephone numbers, telephone listings and telephone directory advertisements to the AIRA Fitness in the event of expiration or termination of the Franchise Agreement.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the franchise agreement does create rights for third parties. Specifically, the landlord of the premises where the Aira Fitness Business operates and telephone companies are third-party beneficiaries.
As stated in the addendum to the lease agreement, Aira Fitness Franchising LLC is a third-party beneficiary with independent rights of enforcement. This means Aira Fitness can directly enforce certain provisions of the lease addendum, even though they are not a direct party to the lease itself. Additionally, in the event of the expiration or termination of the Franchise Agreement, the franchisee assigns all rights, title, and interest in telephone numbers, telephone listings, and telephone directory advertisements to Aira Fitness. The telephone companies can accept this assignment and Aira Fitness's instructions as conclusive evidence of its rights in the telephone numbers.
This arrangement benefits Aira Fitness by allowing it to maintain control over key operational aspects like the premises and communication channels, even if the franchisee's agreement is terminated. It also ensures a smooth transition and continuity of the Aira Fitness Business. For a prospective franchisee, this highlights the importance of understanding all incorporated documents, like the Lease Addendum and Telephone Number Assignment Agreement, as they contain obligations and rights affecting parties beyond just the franchisee and franchisor.