Does the Cicis franchise agreement create a fiduciary relationship between the franchisee and franchisor?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
8. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.
A. INDEPENDENT CONTRACTORS.
This Agreement does not create a fiduciary relationship between you and us. You and we are and will be independent contractors, and nothing in this Agreement is intended to make either you or us a general or special agent, joint venturer, partner, or employee of the other for any purpose. You agree to identify yourself conspicuously in all dealings with customers, vendors, public officials, your personnel, and others as the owner of your business under a franchise we have granted and to place notices of independent ownership on the business cards, advertising, and other materials we periodically require.
You also acknowledge that you will have a contractual relationship only with us and may look only to us to perform under this Agreement. None of our Affiliates is a party to this Agreement and has no obligations under it. However, our Affiliate who is the owner of the Marks, you and we agree that such Affiliate will be a third-party beneficiary of those provisions in this Agreement relating to use of the Marks, with the independent right to enforce such provisions against you and to seek damages from you for your failure to comply with those provisions.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis' 2025 Franchise Disclosure Document, the franchise agreement does not create a fiduciary relationship between the franchisee and Cicis. The agreement explicitly states that the franchisee and Cicis are independent contractors. This means neither party is considered an agent, joint venturer, partner, or employee of the other for any purpose.
As an independent contractor, the franchisee is responsible for identifying themselves as the owner of their business operating under a Cicis franchise. This includes dealings with customers, vendors, public officials, and personnel. Franchisees must also place notices of independent ownership on business cards, advertising, and other materials as required by Cicis.
This arrangement is typical in franchising, where franchisees operate their businesses independently while adhering to the franchisor's system and standards. The franchisee's relationship is solely with Cicis, and Cicis' affiliates have no obligations under the franchise agreement. However, an affiliate who owns the trademarks is considered a third-party beneficiary regarding the use of those marks and can enforce those provisions against the franchisee.