Besides Counselor Realty's affiliate, is any other person intended to be a beneficiary of the Counselor Realty franchise agreement?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
- 13.5 Relationships. You are an independent contractor, not the employee, agent, partner or joint venturer of Counselor. This Agreement does not create a fiduciary relationship or a relationship of special trust and confidence. No person may acquire any interest in or under this Agreement except in accordance with Article 9. No other person except our affiliate is intended to be a beneficiary of this Agreement. If Franchisee is more than one person, all are jointly and severally liable hereunder. If Franchisee is a partnership, corporation or other entity, all of its partners, shareholders or owners from time to time shall execute the guaranty at the foot of this Agreement. We owe no implied duties to you.
Source: Item 22 — CONTRACTS (FDD page 32)
What This Means (2025 FDD)
According to the 2025 Counselor Realty Franchise Disclosure Document, besides Counselor Realty's affiliate, no other person is intended to be a beneficiary of the franchise agreement. The franchise agreement clarifies that the franchisee is an independent contractor and not an employee, agent, partner, or joint venturer of Counselor Realty. The agreement explicitly states that it does not create a fiduciary relationship or a relationship of special trust and confidence.
This means that the franchise agreement is primarily for the benefit of Counselor Realty and the franchisee. While Counselor Realty's affiliates may also benefit from the agreement, no other third party is intended to derive any specific rights or benefits from it. This is a fairly standard clause in franchise agreements, as it helps to define the relationship between the franchisor and franchisee and limit any potential liability to third parties.
For a prospective Counselor Realty franchisee, this clause reinforces the understanding that they are entering into a business relationship with Counselor Realty as an independent entity. It clarifies that the franchisee cannot claim to be an agent or representative of Counselor Realty in a way that could create obligations or liabilities for Counselor Realty towards other parties. The franchisee should be aware that the agreement is designed to protect the interests of Counselor Realty and its affiliate, and they should seek legal counsel to fully understand their rights and obligations under the agreement.