Does the B Bops franchise agreement create a fiduciary relationship between the company and the franchisee?
B_Bops Franchise · 2025 FDDAnswer from 2025 FDD Document
RELATIONSHIP.
Company and Franchisee shall not be considered as joint venturers, partners, agents or legal representatives of the other.
Franchisee is, and shall remain at all times, an independent contractor.
Neither Company nor Franchisee shall have the power or authority to bind or obligate the other, nor does Company have any interest in the business of Franchisee, except to the extent set forth in this Agreement.
In all dealings with customers, suppliers, public officials and others, Franchisee shall identify itself as the owner of the Franchise under license from Company.
At the direction of Company, Franchisee shall conspicuously post on the Franchise Premises a notice (to be provided by Company) indicating that Franchisee is a franchised business owned and operated independently of Company.
Franchisee shall not use the "B-Bop's" mark in executing any contract, lease, check or other agreement and shall avoid using the Licensed Marks in any manner that could lead to liability of Company for any debt or other obligation of Franchisee.
The parties acknowledge and agree that this Agreement does not create a fiduciary relationship between Company and Franchisee.
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
According to the 2025 B Bops Franchise Disclosure Document, the franchise agreement does not create a fiduciary relationship between B Bops and its franchisees. The agreement explicitly states that B Bops and the franchisee are independent contractors and not joint venturers, partners, agents, or legal representatives of each other. This means neither party has the power to bind or obligate the other, and B Bops has no interest in the franchisee's business except as outlined in the franchise agreement.
This distinction is important because a fiduciary relationship implies a legal duty of one party to act in the best interest of another, which is not the case in the B Bops franchise arrangement. Franchisees are responsible for managing and operating their B Bops restaurant independently, adhering to the standards and policies set forth in the operations manual. Franchisees must identify themselves as the owners of the franchise operating under a license from B Bops in all dealings with customers, suppliers, and public officials.
B Bops also requires franchisees to post a notice on the premises indicating that the franchise is independently owned and operated. Furthermore, franchisees are instructed not to use the "B-Bop's" mark in executing contracts, leases, or checks in a manner that could lead to liability for B Bops regarding the franchisee's debts or obligations. These stipulations reinforce the independent nature of the franchisee's business and the absence of a fiduciary duty from B Bops.