Does the Body20 franchise agreement represent a valid and binding obligation for the franchisee, and are there any exceptions to its enforceability?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.14 Successors and Assigns.
Except as expressly otherwise provided herein, this Agreement is binding upon and will inure to the benefit of the parties and their respective heirs, executors, legal representatives, successors, and permitted assigns.
17.15 No Third-Party Beneficiaries. Except as expressly otherwise provided herein, no third party shall have the right to claim any of the benefits conferred under this Agreement.
17.16 Delegation. We may delegate the performance of any or all of our obligations under this Agreement, and our right to exercise any of our rights under this Agreement, to an Affiliate, manager, agent, independent contractor, or other third-party. However, we will remain responsible for ensuring that such obligations are performed in accordance with the terms of this Agreement.
(c) No Reliance on Contrary Representations.
You have no knowledge of any representations made about the franchise opportunity by us, our affiliates, or any of our or their officers, directors, owners, or agents that are contrary to the statements made in our FDD or to the terms and conditions of this Agreement.
You are not relying on any representations or warranties, express or implied, furnished by us or our representatives other than those expressly set forth in this Agreement and the FDD.
18.6 No Waiver or Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and Studios that are subject to the state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on behalf of us. This provision supersedes any other term of any document executed in connection with the franchise.
- **1.
Guarantee of Payment and Performance.** The Guarantors jointly and severally unconditionally guarantee to Franchisor and its Affiliates the payment and performance when due, whether by acceleration or otherwise, of all obligations, indebtedness, and liabilities of Franchisee to Franchisor, direct or indirect, absolute or contingent, of every kind and nature, whether now existing or incurred from time to time hereafter, whether incurred pursuant to the Franchise Agreement or otherwise, together with any extension, renewal, or modification thereof in whole or in part (the "Guaranteed Liabilities").
The Guarantors agree that if any of the Guaranteed Liabilities are not so paid or performed by Franchisee when due, the Guarantors will immediately do so.
The Guarantors further agree to pay all expenses (including reasonable attorneys' fees) paid or incurred in endeavoring to enforce this Guarantee or the payment of any Guaranteed Liabilities.
Despite anything to the contrary stated above, and to the extent required by applicable law, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law.
Any limitation of claims will not act to reduce the three-year statute of limitations afforded you for bringing a claim under the Maryland Franchise Registration and Disclosure Law.
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to the 2025 Body20 Franchise Disclosure Document, the franchise agreement is generally binding and enforceable, but there are some exceptions, particularly for franchisees in certain states. The agreement is designed to be binding on successors and assigns, ensuring that the obligations and benefits extend to the relevant parties. Body20 also retains the right to delegate its obligations to affiliates or third parties, while remaining responsible for their performance. This provides Body20 with flexibility in managing its operations and network. Franchisees are also acknowledging that they are not relying on any representations or warranties outside of what is expressly stated in the franchise agreement and the FDD.
However, the FDD includes specific provisions that protect franchisees under state franchise laws. For franchisees and studios subject to franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, no statement can waive claims under these state laws, including claims of fraud in the inducement, or disclaim reliance on statements made by Body20 or its representatives. This ensures that franchisees in these states retain their rights and protections under state law, regardless of any agreements to the contrary.
Furthermore, the Payment and Performance Guarantee requires guarantors to unconditionally guarantee the franchisee's obligations to Body20, including payments and performance. This guarantee is primary and enforceable without Body20 first needing to pursue the franchisee or any other security. The guarantors also agree to cover all expenses, including attorney's fees, incurred in enforcing the guarantee. This provision underscores the seriousness of the financial commitment and the measures Body20 can take to ensure its financial interests are protected.
For franchisees in Maryland, the Rider to the Franchise Agreement specifies that Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law, regardless of any conflicting provisions in the franchise agreement. This rider also ensures that any limitations on claims will not reduce the three-year statute of limitations afforded to franchisees under Maryland law. These state-specific provisions highlight the importance of franchisees understanding the laws in their specific jurisdiction and how they interact with the franchise agreement.