Does the Bft franchisee agreement allow franchisees to seek recourse from Franchisor's affiliates for performance under the agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
17.5 No Recourse Against Nonparty Affiliates. Franchisee agrees that it will look only to Franchisor to perform under this Agreement. Franchisor's affiliates are not parties to this Agreement and have no obligations under it. Franchisee may not look to Franchisor's affiliates for performance. Franchisee agrees that Franchisor's and its affiliates' members, managers, owners, directors, officers, employees and agents shall not be personally liable or named as a party in any action between Franchisor or its affiliates and Franchisee or its affiliates or their respective owners.
Source: Item 23 — RECEIPTS (FDD pages 79–265)
What This Means (2025 FDD)
According to the 2025 Bft Franchise Disclosure Document, franchisees are restricted from seeking recourse from Bft's affiliates for performance under the franchise agreement. The agreement specifies that franchisees must look solely to Bft itself for fulfillment of the agreement's obligations.
This means that Bft's affiliates are not considered parties to the agreement and, therefore, have no contractual obligations to the franchisee. The franchisee is prohibited from pursuing Bft's affiliates for any perceived failures in performance. Furthermore, the agreement states that the members, managers, owners, directors, officers, employees, and agents of Bft and its affiliates cannot be held personally liable or be named in any legal action between Bft (or its affiliates) and the franchisee (or its affiliates) or their respective owners.
This provision protects Bft's affiliates from potential legal claims by franchisees, limiting the franchisee's recourse to only the franchisor, Bft. Prospective franchisees should understand that they cannot seek damages or specific performance from any related entities or individuals associated with Bft, even if those entities or individuals are involved in supporting the franchise system. This is a fairly common arrangement in franchising, designed to protect the broader corporate structure from liabilities arising from individual franchise agreements.