Does the Buona agreement create a fiduciary relationship, agency, legal representation, subsidiary, joint venture, partnership, or employer-employee relationship between Buona and the franchisee?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 19.1 Independent Contractor. This Agreement does not establish Franchisee as an agent, legal representative, joint venturer, partner, joint employer, employee or servant of Franchisor for any purpose whatsoever, and Franchisor shall not be construed to be jointly liable for any of Franchisee's or its employees' acts or omissions under any circumstances. Franchisee is solely responsible for the dayto-day operation of the Franchised Business. It is understood and agreed that Franchisee is an independent contractor and is in no way authorized to make any contract, agreement, warranty, or representation on behalf of Franchisor. The parties further agree that this Agreement does not create any fiduciary relationship between them. During the Term and any extension hereof, Franchisee agrees to take such action as Franchisor deems reasonably necessary for Franchisee to inform and hold itself out to the public, its employees and suppliers as an independent contractor operating the Franchised Business pursuant to a franchise from Franchisor. Franchisee shall prominently display, by posting of a sign within public view on or in the premises of the Franchised Business, and on any stationery, forms and promotional material a statement that clearly indicates that the Franchised Business is independently owned and operated by Franchisee as a franchisee of Franchisor.
- 19.2 No Employment Relationship**.** Franchisee expressly acknowledges that Franchisee is not Franchisee's employer or an employer of any of Franchisee's employees. In addition, Franchisor is not a joint employer with Franchisee. Franchisee acknowledges that Franchisor's training, guidance, advice and assistance, Franchisee's obligations under this Agreement and the standards, specifications, policies and procedures required by Franchisor hereunder and in the Manuals are imposed not for the purpose of exercising control over Franchisee but rather for the limited purpose of protecting the Marks and Confidential Information, goodwill and brand consistency. The parties acknowledge and agree that Franchisee is solely responsible for the management of the Franchised Business as an independent franchise owner/operator.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that the relationship between Buona and its franchisees is that of independent contractors. The agreement specifies that it does not establish the franchisee as an agent, legal representative, joint venturer, partner, joint employer, employee, or servant of Buona for any purpose. Buona will not be held jointly liable for any actions or omissions of the franchisee or their employees. The franchisee is solely responsible for the day-to-day operations of the franchised business.
Buona emphasizes that franchisees are independent contractors and are not authorized to make any contracts, agreements, warranties, or representations on behalf of Buona. The agreement also clarifies that there is no fiduciary relationship between the parties. Franchisees are required to inform the public, their employees, and suppliers that they are independent contractors operating under a franchise from Buona. This is typically done through signage and promotional materials.
Furthermore, the agreement explicitly states that the franchisee is not Buona's employer, nor is Buona an employer of the franchisee's employees, or a joint employer with the franchisee. Any training, guidance, advice, and assistance provided by Buona, as well as the standards, specifications, policies, and procedures required by Buona, are intended to protect the Marks and Confidential Information, goodwill, and brand consistency, rather than to exert control over the franchisee. The franchisee is solely responsible for managing the franchised business as an independent owner/operator.