Is the Carvel Company considered an independent contractor in its relationship with the franchisee regarding Support Services?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Company's relationship to Franchisee with respect to the Support Services shall be that of an independent contractor.
Nothing herein shall be construed as creating or implying any partnership, joint venture, or similar relationship between Company and Franchisee.
Person(s) providing Support Services under the Agreement shall not, for any purpose, be considered employees or agents of Franchisee.
Company will be solely responsible for the supervision, daily direction and control of its employees while such employees are performing Support Services under this Agreement.
Neither party hereto has any authority of any kind to bind the other party in any respect whatsoever, nor shall either party hereto act or attempt to act, or
represent itself, directly or by implication, as an agent of the other party hereto or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other party hereto.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, the relationship between Carvel LLC (referred to as "Company") and the franchisee regarding Support Services is that of an independent contractor. This means that Carvel is not considered a partner, joint venture, or similar entity in relation to the franchisee when providing these services.
The agreement specifies that individuals providing Support Services are not considered employees or agents of the franchisee. Carvel retains sole responsibility for supervising and directing its employees involved in providing Support Services. This distinction is crucial as it clarifies that Carvel, not the franchisee, controls the daily activities of its support staff.
Furthermore, neither party has the authority to legally bind the other, nor can they represent themselves as agents of the other party. This reinforces the independent nature of the relationship, ensuring that franchisees understand they cannot create obligations on behalf of Carvel, and vice versa. This delineation of responsibilities and authority is a standard practice in franchising to maintain clear boundaries between the franchisor's support role and the franchisee's independent business operation.