Does the Counselor Realty franchise agreement allow for implied duties from Counselor Realty to the franchisee?
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, the franchise agreement explicitly states that Counselor Realty owes no implied duties to the franchisee. Section 13.5 of the franchise agreement clarifies the relationship between the franchisee and Counselor Realty, stating that the franchisee is an independent contractor and not an employee, agent, partner, or joint venturer of Counselor Realty.
This clause also emphasizes that the agreement does not create a fiduciary relationship or a relationship of special trust and confidence. It explicitly states that "We owe no implied duties to you." This means that franchisees cannot assume or expect any obligations from Counselor Realty that are not expressly written in the franchise agreement.
This provision is significant for prospective franchisees as it limits the scope of Counselor Realty's responsibilities to those specifically outlined in the agreement. Franchisees should carefully review the entire agreement to understand their rights and obligations, as well as Counselor Realty's, since no additional duties are implied beyond what is written. This is a fairly common clause in franchise agreements, intended to provide clarity and limit potential legal disputes based on assumptions rather than explicit contractual terms.