According to the Carvel franchise agreement, what is the relationship between Carvel and its franchisees?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
20.1 Relationship of Parties. You are an independent contractor. Nothing in this Agreement is intended to or does in fact or law make either party a general or special agent, joint venturer, partner, or employee of the other for any purpose. This Agreement does not create a fiduciary relationship between us. Further, we and you are not and do not intend to be partners, associates, or joint employers in any way, and we shall not be construed to be jointly liable for any of your acts or omissions under any circumstances. Although we retain the right to establish and modify the Standards that you must follow, you retain the responsibility for the day-to-day management and operation of the Franchised Business and implementing and maintaining Standards at the Franchised Business. To the extent that the Manuals or Standards contains employee-related policies or procedures that might apply to your employees, those policies and procedures are provided for informational purposes only and do not represent mandatory policies and procedures to be implemented by you. You must determine to what extent, if any, these policies and procedures may be applicable to your operations at the Franchised Business. You and we recognize that we neither dictate nor control labor or employment matters for franchisees and that you, and not us, are solely responsible for dictating the terms and conditions of employment for your employees. We have no relationship with your employees, and you have no relationship with our employees. You must conspicuously identify yourself and the Franchised Business, in all dealings with your customers, contractors, suppliers, public officials, and others, as an independent franchisee, in the fashion that we specify.
20.2 No Right to Bind; No Liability.
A. No Right to Bind. You will not use the Marks in signing any contract, instrument, application for any license or permit, or legal obligation, or in a manner that may result in liability
to us for your obligations, except as this Agreement expressly authorizes. Except as this Agreement expressly authorizes, neither of us will make any express or implied agreements, warranties, guarantees, or representations, or incur any debt, in the name of or on behalf of the other or represent that the relationship between you and us is other than that of franchisor and franchisee.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to the 2025 Carvel Franchise Disclosure Document, the relationship between Carvel and its franchisees is that of an independent contractor. The agreement explicitly states that nothing within it should imply a general or special agency, joint venture, partnership, or employer-employee relationship between the parties. This means that franchisees are not considered employees of Carvel and are responsible for their own business operations. Carvel and its franchisees are not partners, associates, or joint employers, and neither party is liable for the other's actions or omissions.
Carvel retains the right to establish and modify the standards that franchisees must follow, but the franchisee is responsible for the day-to-day management and operation of the franchised business, including implementing and maintaining these standards. Any employee-related policies or procedures provided by Carvel are for informational purposes only and are not mandatory for the franchisee to implement. The franchisee is solely responsible for dictating the terms and conditions of employment for their employees, and Carvel has no relationship with the franchisee's employees.
Furthermore, the franchisee cannot use Carvel's trademarks in a way that may result in liability for Carvel, except as expressly authorized in the agreement. Neither party can make agreements, warranties, or incur debt on behalf of the other, or represent their relationship as anything other than franchisor and franchisee. The franchisee must identify themselves as an independent franchisee in all dealings with customers, contractors, suppliers, and public officials.