Does the Deer Solution agreement create a fiduciary relationship between the franchisor and franchisee?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor and Franchisee shall not make any express or implied agreements, guaranties, or representations, or incur any debt, in the name, or on behalf, of the other. Franchisor and Franchisee shall not represent that their relationship is anything other than franchisor and franchisee. Franchisor and Franchisee shall not be obligated by, or have any liability under, any agreements or representations made by the other that are not expressly authorized. Franchisor shall not be obligated for any damages to any person or property directly or indirectly arising out of the operation of the Franchised Business, whether or not caused by Franchisee's negligent, willful act or failure to act.
Franchisor shall have no liability for any sales, use, excise, gross receipts, property, or other taxes, whether levied upon Franchisee, the Franchised Business or its assets, or upon Franchisor in connection with sales made, services performed or business conducted by Franchisee.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
Based on the 2025 Deer Solution Franchise Disclosure Document, the agreement explicitly states that the relationship between the franchisor and franchisee is not a fiduciary one. The document emphasizes the independent nature of the franchisee's business and operations.
Deer Solution ensures that franchisees understand they are operating their own business under a franchise agreement, requiring them to identify themselves as such in all interactions. Franchisees are prohibited from using any Licensed Mark in a manner that could create liability for Deer Solution. This reinforces the separation between the franchisor and franchisee's obligations and liabilities.
Furthermore, the agreement specifies that neither Deer Solution nor the franchisee can make agreements or incur debts on behalf of the other, and they cannot represent their relationship as anything other than franchisor and franchisee. Deer Solution is not liable for damages arising from the franchisee's operations, nor is it responsible for taxes levied on the franchisee's business. These stipulations underscore the arm's-length nature of the relationship, typical in franchising, where the franchisee operates independently under the franchisor's brand and system but is ultimately responsible for their own business conduct and financial outcomes.