If the Bonchon agreement establishes an agency relationship, what are the limitations of that agency?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
You understand and agree that 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. None of your employees will be considered to be our employees. 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, most particularly with respect to any mandated or other insurance coverage, tax or contributions, or requirements pertaining to withholdings, levied or fixed by any city, state or federal governmental agency. We will not have the power to hire or fire your employees. You must communicate to all 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 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. You expressly agree,
and will never contend otherwise, that our authority under this Agreement to certify certain of your employees for qualification to perform certain functions for your franchised Bonchon Business does not directly or indirectly vest in us the power to hire, fire or control any such employee.
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 no agency relationship is created. The agreement specifies that the franchisee is an independent contractor, and nothing within the agreement should be interpreted to establish a partnership, joint venture, agency, employment, or fiduciary relationship.
Bonchon franchisees are not authorized to make agreements, warranties, guarantees, or representations on behalf of Bonchon, nor can they incur debts or obligations in Bonchon's name. The franchisee is responsible for managing their own funds and business operations, and Bonchon has no control over these aspects, except as expressly provided in the agreement.
Franchisees must inform their employees that they, the franchisee, are the employer, not Bonchon. Payroll and employment-related documents must not reference Bonchon's name or proprietary marks. This reinforces the independent contractor status and prevents any misinterpretation of an agency or employment relationship. Franchisees must also identify themselves as independent Bonchon businesses in all dealings with third parties.