Does the Face Foundrie agreement create a fiduciary relationship between the franchisor and franchisee?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
17. RELATIONSHIP OF THE PARTIES.
17.01 Independent Contractors.
- (a) Neither this Agreement nor the dealings of the parties pursuant to this Agreement shall create any fiduciary relationship or any other relationship of trust or confidence between the parties hereto.
Franchisor and Franchisee, as between themselves, are and shall be independent contractors.
Nothing contained in this Agreement, or arising from the conduct of the parties hereunder, is intended to make either party a general or special agent, joint venturer, joint employer, partner or employee of the other for any purpose whatsoever.
Franchisee must conspicuously identify itself in all dealings with customers, lessors, contractors, suppliers, public officials, employees and others as the owner of the Facial Bar and must place such other notices of independent ownership on such forms, business cards, stationery, advertising and other materials as Franchisor may require from time to time.
Franchisee may not make any express or implied agreements, warranties, guarantees or representations or incur any debt in Franchisor's name or on Franchisor's behalf or represent that the relationship of the parties hereto is anything other than that of independent contractors.
Franchisor will not be obligated by or have any liability under any agreements made by Franchisee with any third party or for any representations made by Franchisee to any third party.
Franchisor will not be obligated for any damages to any person or property arising directly or indirectly out of the operation of Franchisee's Facial Bar hereunder.
Franchisee will not include the Marks on any employment- or personnel-related documents, including without limitation employment applications, employment agreements, or methods of payment to its employees.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the Franchise Agreement explicitly states that the agreement does not create a fiduciary relationship between the franchisor and the franchisee. The agreement specifies that Face Foundrie and the franchisee are independent contractors. This means that neither party is considered an agent, partner, employee, or joint venturer of the other.
The agreement emphasizes the independent nature of the relationship, requiring the franchisee to identify themselves as the owner of the Facial Bar in all dealings with customers, lessors, and other parties. The franchisee cannot make agreements or incur debts on Face Foundrie's behalf, and Face Foundrie is not liable for agreements made by the franchisee.
This independent contractor relationship is further reinforced by stipulations regarding employees. The franchisee has no authority to employ persons on behalf of Face Foundrie. The agreement also includes a clause stating that if applicable law implies a covenant of good faith and fair dealing, it should not be interpreted in a way that contradicts the explicit terms of the agreement.