Does the Anago franchise agreement create a fiduciary relationship between the parties?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that this Agreement does not create a fiduciary relationship between them. You are an independent contractor and unless expressly provided to the contrary, nothing in this Agreement is intended to designate either party an agent, legal representative, subsidiary, joint venture, partner, employee, Affiliate or servant of the other party for any purpose, and nothing herein is intended to make Us an employer or co-employer of Your employees, any such relationship being expressly disclaimed. The parties agree that nothing in this Agreement authorizes You to make any Agreement, warranty or representation for Us, nor to incur any debt or other obligation in Our name. Any misrepresentations of the Anago System contract specifications by You will void any contract entered into with the Client.
You will take all affirmative action We request to indicate that You are an independent contractor, including placing and maintaining a plaque in a conspicuous place within the Premises and a notice on all stationery, business cards, sales literature, contracts and similar documents that states that the Anago Unit Franchise is independently owned and operated by You. The content of any plaque and notice is subject to Our written approval.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that it does not create a fiduciary relationship between Anago and the franchisee. The agreement establishes the franchisee as an independent contractor. This means that the franchisee is not considered an agent, legal representative, subsidiary, joint venture, partner, employee, affiliate, or servant of Anago for any purpose.
This independent contractor status has several implications. The franchisee is not authorized to make any agreements, warranties, or representations on behalf of Anago, nor can they incur any debt or obligation in Anago's name. Franchisees must also take affirmative steps to indicate their independent status, such as displaying a plaque and including a notice on business materials stating that the Anago Unit Franchise is independently owned and operated. The content of these notices is subject to Anago's written approval.
The absence of a fiduciary relationship means that Anago does not owe the franchisee the same level of legal duty and care that would be required in a fiduciary relationship. This is a common arrangement in franchising, where franchisees operate their businesses independently while adhering to the franchisor's system and standards. Franchisees should be aware of this independent contractor status and understand that they are responsible for their own business decisions and liabilities, as outlined in the franchise agreement.