Does the Cicis franchise agreement create a fiduciary relationship between the franchisor and franchisee?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- D.
No Implied Warranties.
We make no warranties, guarantees or promises upon which you or your related parties may rely and assume no liability or obligation to you or any such related party unless they are expressly stated in writing.
You agree that no implied warranties may be used to vary the expressed terms of this or any other agreement.
- E.
ATTACHMENT D TO FRANCHISE AGREEMENT
REPRESENTATIONS AND ACKNOWLEDGMENT STATEMENT
DO NOT SIGN THIS QUESTIONNAIRE IF YOU ARE LOCATED, OR YOUR RESTAURANT WILL BE LOCATED IN: ILLINOIS, INDIANA, MARYLAND, OR VIRGINIA.
The purpose of this Statement is to demonstrate to On Smile LLC ("Franchisor") that the person(s) signing below ("I," "me" or "my"), whether acting individually or on behalf of any legal entity established to acquire the area development and/or franchise rights ("Franchisee"), (a) fully understands that the purchase of a Cicis Buffet Restaurant or Cicis To Go Restaurant franchise is a significant long-term commitment, complete with its associated risks, and (b) is not relying on any statements, representations, promises or assurances that are not specifically set forth in Franchisor's Franchise Disclosure Document and Exhibits (collectively, the "FDD") in deciding to purchase the franchise.
In that regard, I represent to Franchisor and acknowledge that:
I understand that buying a franchise is not a guarantee of success. Purchasing or establishing any business is risky, and the success or failure of the franchise is subject to many variables such as my skills and abilities (and those of my partners, officers, employees), the time my associates and I devote to the business, competition, interest rates, the economy, inflation, operation costs, location, lease terms, the market place generally and other economic and business factors. I am aware of and am willing to undertake these business risks. I understand that the success or failure of my business will depend primarily upon my efforts and not those of Franchisor. INITIAL: I received a copy of the FDD, including the Franchise Agreement and Area Development Agreement, at least 14 calendar days before I executed the Franchise Agreement and/or the Area Development Agreement, as applicable. I understand that all of my rights and responsibilities and those of Franchisor in connection with the franchise are set forth in these documents and only in these documents. I acknowledge that I have had the opportunity to personally and carefully review these documents and have, in fact, done so. I have been advised to have professionals (such as lawyers and accountants) review the documents for me and to have them help me understand these documents. I have also been advised to consult with other franchisees regarding the risks associated with the purchase of the franchise. INITIAL: Neither the Franchisor nor any of its officers, employees or agents (including any franchise broker) has made a statement, promise or assurance to me concerning any matter related to the franchise (including those regarding advertising, marketing, training, support service or assistance provided by Franchisor) that is contrary to, or different from, the information contained in the FDD. INITIAL:
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the Cicis franchise agreement does not explicitly establish a fiduciary relationship between the franchisor, On Smile LLC, and the franchisee. Instead, the agreement includes provisions that disclaim implied warranties and emphasize that the franchisee's success depends primarily on their own efforts.
The agreement states that Cicis makes no warranties, guarantees, or promises upon which franchisees may rely, and assumes no liability unless expressly stated in writing. This indicates that Cicis aims to limit its obligations to those explicitly defined in the franchise agreement, rather than assuming broader fiduciary duties.
Furthermore, the Representations and Acknowledgment Statement requires franchisees to acknowledge that purchasing a Cicis franchise is a risky, long-term commitment and that they are not relying on any statements or representations not found in the Franchise Disclosure Document. Franchisees also acknowledge that their success depends primarily on their own efforts and not those of Cicis. This reinforces the understanding that franchisees are entering into an independent business relationship where they bear the primary responsibility for their success, rather than a relationship where Cicis has a fiduciary duty to protect their interests.
While the franchise agreement outlines the obligations and responsibilities of both parties, the absence of language establishing a fiduciary relationship suggests that franchisees should conduct thorough due diligence and seek professional advice before investing in a Cicis franchise. This includes carefully reviewing the Franchise Disclosure Document, consulting with legal and financial advisors, and speaking with existing franchisees to fully understand the risks and obligations involved.