Does Counselor Realty owe any implied duties to its franchisees?
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 Counselor Realty's 2025 Franchise Disclosure Document, Counselor Realty does not owe any implied duties to its franchisees. The franchise agreement specifies that the relationship between the franchisee and Counselor Realty is that of an independent contractor, not an employee, agent, partner, or joint venture.
Furthermore, the agreement explicitly states that it does not create a fiduciary relationship or a relationship of special trust and confidence. This means that franchisees cannot expect Counselor Realty to act in their best interests beyond what is specifically outlined in the franchise agreement. Franchisees are responsible for their own success and must rely on their own management and resources.
This aspect of the franchise agreement is important for prospective franchisees to understand, as it clarifies the limits of Counselor Realty's obligations. Franchisees should carefully review the entire agreement and seek legal counsel to fully understand their rights and responsibilities.