Does the agreement authorize Aunt Millies Bakeries to act as the distributor's agent?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
§12.6 DESIGNATION AS AGENT: DISTRIBUTOR hereby irrevocably grants AUNT MILLIE'S a limited power of attorney with full and complete authority to transfer DISTRIBUTOR'S Distribution Rights, or perform any of DISTRIBUTOR'S obligations hereunder for DISTRIBUTOR'S account in accordance with the terms of this Agreement. This appointment shall survive the death or disability of DISTRIBUTOR or the termination of this Agreement.
§5.2 SALES TO CHAINS: In order to enable DISTRIBUTOR to pursue business opportunities with Chains, which may require standard terms for all its outlets, AUNT MILLIE'S agrees to assist DISTRIBUTOR to from time to time arrange Chain account programs, promotions, delivery authorizations and purchasing and billing
terms for the sale of Products to Outlets of a Chain within DISTRIBUTOR's Sales Area. Nothing herein shall be deemed to authorize AUNT MILLIE'S as DISTRIBUTOR's agent or to create an agency relationship. DISTRIBUTOR is not obligated to accept or continue use of AUNT MILLIE'S assistance and may at any time make its own arrangements for terms and prices to its Outlets.
§§8.1 TEMPORARY SERVICE BY AUNT MILLIE'S : If DISTRIBUTOR is not able to or does not perform the obligations imposed by this Agreement, DISTRIBUTOR shall make other adequate provision for such performance at its expense. If no such provision is made, AUNT MILLIE'S, within the limits of its ability to do so, may make arrangements to have these obligations performed for the account of DISTRIBUTOR, charging to DISTRIBUTOR the reasonable expenses of such performance. Such temporary performance shall not relieve DISTRIBUTOR of any of the obligations imposed by this Agreement, constitute an assumption by AUNT MILLIE'S of any obligations of DISTRIBUTOR, nor act to cure any default that may exist on the part of DISTRIBUTOR by reason of such non performance.
- §9.4 ACTIONS FOLLOWING TERMINATION: Termination under either Section 9.2 or Section 9.3 above, shall entitle AUNT MILLIE'S to operate the business for the account of the DISTRIBUTOR, deducting from the revenues generated the reasonable expenses of such performance and delivering the balance, if any, to DISTRIBUTOR.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries's 2025 Franchise Disclosure Document, under normal circumstances, the agreement does not authorize Aunt Millie's Bakeries to act as the distributor's agent. Specifically, while Aunt Millie's Bakeries may assist distributors in securing business with chain outlets, this assistance does not create an agency relationship. The distributor retains the right to make their own arrangements for terms and prices with outlets.
However, the agreement does grant Aunt Millie's Bakeries a limited power of attorney to act as the distributor's agent under specific circumstances. The distributor irrevocably grants Aunt Millie's Bakeries the authority to transfer the distributor's rights or fulfill obligations on the distributor's behalf. This appointment as agent survives the death or disability of the distributor or the termination of the agreement.
Additionally, if a distributor is unable to fulfill their obligations under the agreement, Aunt Millie's Bakeries may step in to ensure those obligations are met. In such cases, Aunt Millie's Bakeries can arrange for the obligations to be performed, charging the distributor for reasonable expenses. This temporary action does not relieve the distributor of their responsibilities or cure any existing default, but it does allow Aunt Millie's Bakeries to maintain continuity of service. Furthermore, upon termination of the agreement, Aunt Millie's Bakeries is entitled to operate the business for the account of the distributor.