Can a Buona franchisee claim rights as a third-party beneficiary under contracts between the franchisor and other entities?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 25.2 Beneficiaries. The parties intend to confer no benefit or right on any person or entity not a party to this Agreement and no third parties shall have any right or claims, benefit, or right as a third party beneficiary under this Agreement or any provision hereof. Similarly, Franchisee is not entitled to claim any rights or benefits including those of a third party beneficiary, under any contract, understanding or agreement between Franchisor and any other person or entities, unless that contract, understanding or agreement specifically refers to Franchisee by name or to a class which Franchisee belongs and specifically grants rights or benefits to Franchisee or to the concerned class.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, franchisees generally cannot claim rights as third-party beneficiaries under contracts between Buona and other entities. The franchise agreement explicitly states that it does not intend to confer any benefit or right on any non-party, meaning a franchisee cannot typically assert rights under agreements Buona has with suppliers, vendors, or other third parties.
However, there is a specific exception to this rule. A Buona franchisee may be entitled to third-party beneficiary rights if a contract between Buona and another entity specifically refers to the franchisee by name or to a class to which the franchisee belongs, and explicitly grants rights or benefits to the franchisee or the class. This exception is narrowly defined and requires explicit mention and conferral of benefits.
In practical terms, this means a Buona franchisee should not assume they have any rights or benefits under contracts that Buona enters into with other parties. Unless a specific agreement clearly states that it is intended to benefit the franchisee, the franchisee has no standing to enforce that agreement or claim any benefits from it. This is a fairly standard provision in franchise agreements, designed to protect the franchisor's contractual relationships and prevent franchisees from interfering in those relationships.