Does the Bumper Man agreement create a fiduciary relationship between the franchisor and franchisee?
Bumper_Man Franchise · 2025 FDDAnswer from 2025 FDD Document
(a) Independent Contractors. It is understood and agreed by the Parties that this Agreement does not create a fiduciary relationship between them; that Franchisor and Franchisee are and will be independent contractors and that nothing in this Agreement is intended to make either Party a general or special agent, joint venturer, partner or employee of the other for any purpose. Franchisee will conspicuously identify itself in all dealings as the owner of the Bumper Business and the rights granted under the Agreement with Franchisor and will place such notices of independent ownership on such forms, business cards, employment-related documents, stationery and advertising and other materials as Franchisor may periodically require.
This Agreement (and the relationship of the Parties which arises from this Agreement) grants Franchisor the right to make decisions, take actions and/or refrain from taking actions which are not inconsistent with Franchisee's explicit rights and obligations hereunder or under Applicable Law and that may affect favorably or adversely Franchisee's interest. Franchisee acknowledges and agrees that Franchisor may operate and change the System and Franchisor's business in any manner that is not expressly and
specifically prohibited by this Agreement or Applicable Law. Franchisor will have no liability to Franchisee for any such decision or exercise of its rights under this Agreement.
(b) No Liability for Acts of Other Party. Franchisee must not employ any of the Marks in signing any contract or applying for any license or permit, or in a manner (other than the use contemplated hereby) that may result in Franchisor's liability for any of Franchisee's indebtedness or obligations. Except as expressly authorized in writing, neither Franchisor nor Franchisee will make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name or on behalf of the other Party or be obligated by or have any liability under any agreements or representations made by the other Party. Franchisor will not be obligated for any damages to any Person directly or indirectly arising out of the operation of the Business.
Source: Item 23 — RECEIPTS (FDD pages 45–180)
What This Means (2025 FDD)
According to the 2025 Bumper Man Franchise Disclosure Document, the franchise agreement explicitly states that it does not create a fiduciary relationship between the franchisor and franchisee. The agreement specifies that Bumper Man and its franchisees are independent contractors. This means that neither party is considered an agent, joint venturer, partner, or employee of the other for any purpose. Franchisees are required to identify themselves as the owners of their Bumper Business and the rights granted under the agreement with Bumper Man.
Bumper Man retains the right to make decisions and take actions that may affect the franchisee's interests, as long as these actions are consistent with the franchisee's rights and obligations under the agreement and applicable law. Bumper Man has the ability to operate and change the system and its business in any manner not expressly prohibited by the agreement or applicable law. The franchisor will not be liable to the franchisee for any such decisions or exercise of its rights under the agreement.
Franchisees must not use Bumper Man's marks in a way that could result in the franchisor's liability for the franchisee's debts or obligations. Neither Bumper Man nor the franchisee can make agreements, warranties, or incur debt on behalf of the other party without express written authorization. Bumper Man is not obligated for damages arising from the operation of the franchisee's business. This reinforces the independent contractor status and clarifies the division of liabilities and responsibilities between the franchisor and franchisee.