Can a Big Apple Bagels franchisee make any agreements on behalf of the franchisor?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor has not authorized or empowered Franchisee to use the Marks except as provided by this Agreement, and Franchisee shall not employ any Mark in signing any contract, check, purchase agreement, negotiable instrument or other legal obligation without the prior written consent of Franchisor or employ any Mark in a manner that may result in liability of Franchisor for any indebtedness or obligation of Franchisee.
- c. Negation of Liability. Neither Franchisor nor Franchisee shall make any express or implied agreements, guaranties or representations or incur any debt in the name of or on behalf of the other or represent that their relationship is other than that of franchisor and franchisee.
Neither Franchisor nor Franchisee shall be obligated by or have any liability under any agreements or representations made by the other.
Source: Item 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, franchisees are not authorized or empowered to make agreements on behalf of the franchisor. The FDD states that neither Big Apple Bagels nor the franchisee can make any express or implied agreements, guarantees, or representations, or incur any debt in the name of or on behalf of the other party. Furthermore, they cannot represent their relationship as anything other than franchisor and franchisee. This is a standard clause in most franchise agreements, designed to protect the franchisor from unauthorized liabilities.
This means a Big Apple Bagels franchisee cannot sign contracts, checks, purchase agreements, or any other legal obligations using the Big Apple Bagels Marks without prior written consent from the franchisor. This restriction is in place to prevent the franchisee from creating any financial or legal liability for Big Apple Bagels without their explicit approval. The franchisee must also identify themselves as an independent owner operating under a franchise granted by Big Apple Bagels in all dealings with customers, suppliers, and public officials.
Big Apple Bagels' intention is to ensure that the franchisee's obligations and the standards, specifications, policies, and procedures are in place to protect the Marks, confidential information, goodwill, and brand consistency, rather than to exert control over the franchisee. This arrangement is typical in franchising, where the franchisor sets standards and the franchisee operates independently while adhering to those standards. This protects the brand's reputation and consistency across all locations.
Therefore, a prospective Big Apple Bagels franchisee should understand that they operate their business independently and cannot make any commitments or representations on behalf of Big Apple Bagels without express written permission. This protects both parties by clearly defining their roles and responsibilities, and preventing misunderstandings or unauthorized actions that could harm the brand or create liabilities.