Does the Bonchon agreement establish a general agency relationship between Stripe and the franchisee?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
You are and will be our independent contractor under this Agreement. Nothing in this Agreement may be construed to create a partnership, joint venture, agency, employment or fiduciary
relationship of any kind. Neither you nor any of your employees whose compensation you pay may in any way, directly or indirectly, expressly or by implication, be construed to be our employee for any purpose. You will be solely responsible for your employees and all employment related decisions, including, without limitation, decisions concerning wages and benefits, hiring and discharging, training and supervision and work schedules of employees. You are not empowered to, and may not, make any express or implied agreements, warranties, guarantees or representations or incur any debt or other obligations in our name or for our account (or for those of any of our affiliates). Except as expressly provided in this Agreement, we will have no control or access to your funds or their expenditure or in any other way exercise control over your Area Development Business. You must communicate to all your employees that you, not us, are their employer; and you must ensure that no payroll checks or other employment-related documents (such as job applications and W-2s) contain or reference the Proprietary Marks or our name. Each of the parties will file its own tax, regulatory, and payroll reports with respect to its respective employees and operations, saving and indemnifying the other party hereto of and from any liability of any nature whatsoever by virtue thereof.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that the relationship between Bonchon and its franchisees is that of an independent contractor, not an agency. The agreement specifies that nothing within it should be interpreted as creating a partnership, joint venture, agency, employment, or fiduciary relationship. This means that franchisees do not have the authority to act on behalf of Bonchon, nor can they create any obligations for Bonchon unless expressly stated in the agreement.
Bonchon franchisees are responsible for managing their own employees, including all employment-related decisions such as wages, benefits, hiring, firing, training, supervision, and work schedules. Franchisees must also inform their employees that they, not Bonchon, are their employer. This reinforces the independent nature of the franchisee's business operations.
The agreement also clarifies that Bonchon will not have control over or access to the franchisee's funds, except as expressly provided in the agreement. Franchisees must identify their business as an independent Bonchon business in all dealings with third parties. This separation is crucial for liability and operational autonomy, ensuring that franchisees operate their businesses independently while adhering to the standards and systems set by Bonchon.