Does the Bigfoot Forestry agreement create a fiduciary relationship between the franchisor and franchisee?
Bigfoot_Forestry Franchise · 2025 FDDAnswer from 2025 FDD Document
24.2. Relationship of Parties. Nothing in this Agreement creates a fiduciary relationship between the parties or is intended to make either party an agent, legal representative, partner or employee of the other party. Throughout the Term you must, in all dealings with third parties, conspicuously identify yourself as a franchisee and the independent owner of your Bigfoot Forestry Business. We may require that you display a written notice of independent ownership in the form we prescribe. You must also include a written indication of independent ownership on all agreements, forms, letterhead, advertising materials, business cards and other materials that we specify. Neither party may: (a)
make any express or implied agreement, warranty or representation, or incur any debt, in the name of or on behalf of the other; or (b) represent that our relationship is other than franchisor and franchisee.
Neither party is obligated by any agreement or representation made by the other party unless expressly authorized by this Agreement.
Source: Item 23 — RECEIPT (FDD pages 42–162)
What This Means (2025 FDD)
According to the 2025 Bigfoot Forestry Franchise Disclosure Document, the franchise agreement does not create a fiduciary relationship between the franchisor and franchisee. The agreement explicitly states that nothing within it is intended to establish such a relationship, nor does it create an agency, legal representative, partnership, or employer-employee relationship. This means that Bigfoot Forestry is not legally bound to act in the franchisee's best interest, a key characteristic of a fiduciary relationship. Franchisees operate as independent owners of their Bigfoot Forestry businesses.
This distinction is important because it clarifies the legal obligations and responsibilities of each party. Franchisees are responsible for their own business decisions and operations, and they must represent themselves as independent owners in all dealings with third parties. Bigfoot Forestry may require franchisees to display a written notice of independent ownership to reinforce this point. Franchisees are also responsible for including a written indication of independent ownership on all agreements, forms, letterheads, advertising materials, business cards, and other materials as specified by Bigfoot Forestry.
Furthermore, neither Bigfoot Forestry nor the franchisee can make agreements, warranties, or representations on behalf of the other, nor can they represent their relationship as anything other than franchisor and franchisee. This reinforces the arm's-length nature of the relationship. Neither party is obligated by any agreement or representation made by the other unless expressly authorized by the franchise agreement. This ensures that each party is only bound by their own authorized actions and agreements.
In practical terms, this means a prospective Bigfoot Forestry franchisee should understand that they are entering into a business relationship where they are an independent operator, not a partner or agent of the franchisor. They need to conduct their own due diligence, make their own business decisions, and seek independent legal and financial advice. The absence of a fiduciary relationship places a greater onus on the franchisee to protect their own interests and manage their business effectively.