Does the Aw franchise agreement allow franchisees to make implied warranties on behalf of Aw?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as expressly authorized by this Agreement, neither of us will make any express or implied agreements, warranties, guarantees or representations, or incur any debt, in the name of or on behalf of the other or represent that our relationship is other than that of franchisor and franchisee.
- 8.3 Indemnification; Tax Liability.
We will not assume any liability or be deemed liable for any agreements, representations, or warranties you make that are not expressly authorized under this Agreement, nor will we be obligated for any damages to any person or property, directly or indirectly arising out of your operation of your Papa Ray's Pizza Restaurant business, whether or not caused by your negligent or willful action or failure to act.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, franchisees are not authorized to make any implied agreements, warranties, guarantees, or representations on behalf of Aw, unless expressly authorized by the franchise agreement. This restriction ensures that Aw maintains control over its brand reputation and customer expectations.
This limitation means that Aw franchisees must be careful not to make any promises or guarantees to customers that go beyond what is explicitly approved by Aw. If a franchisee does make unauthorized warranties or representations, Aw will not be liable for them. Furthermore, the franchisee will be responsible for any damages arising from such unauthorized actions.
The franchise agreement also stipulates that Aw will not be held liable for any agreements, representations, or warranties made by the franchisee that are not expressly authorized. This provision protects Aw from potential legal claims arising from franchisee misrepresentations. The franchisee is obligated to indemnify, defend, and hold Aw harmless from any liabilities, damages, and costs, including attorney's fees, resulting from the franchisee's unauthorized actions or breach of the franchise agreement.
This type of clause is common in franchise agreements to clearly define the relationship between the franchisor and franchisee as that of independent parties. It prevents franchisees from creating liabilities for the franchisor through unauthorized representations or warranties. Franchisees must understand the scope of their authority and ensure that all representations made to customers are in line with Aw's approved standards and guidelines.