Under what condition can a Developer be considered a third-party beneficiary of any agreement between Floyds 99 Franchisor and another party?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
- 10.1 Independent Businesspersons. The parties acknowledge that each of them is an independent businessperson, that their only relationship is by virtue of this Agreement and that no fiduciary relationship is created hereunder. Neither party is liable or responsible for the other's debts or obligations, nor shall either party be obligated for any damages to any person or property directly or indirectly arising out of the operation of the other party's business authorized by or conducted pursuant to this Agreement. Neither Franchisor nor Developer will hold themselves out to be the agent, employer or partner of the other and neither Franchisor nor Developer has the authority to bind or incur liability on behalf of the other.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
Based on the 2025 Floyds 99 Franchise Disclosure Document, the agreement explicitly states in section 10.1 that the parties, including the Franchisor and the Developer, are independent businesspersons and that their relationship is solely defined by the terms of the Development Agreement. The document emphasizes that no fiduciary relationship is created. This means neither party is liable for the debts or obligations of the other, nor are they responsible for damages arising from the other's business operations.
Furthermore, both the Franchisor and the Developer agree not to represent themselves as agents, employers, or partners of each other. Critically, neither party has the authority to bind the other or incur liability on their behalf. This reinforces the arms-length nature of the relationship and the independence of each party's business operations.
Given these explicit terms, a Floyds 99 Developer would generally not be considered a third-party beneficiary of any agreement between Floyds 99 Franchisor and another party, as the agreement is structured to maintain distinct and separate business identities and responsibilities. The agreement specifically avoids creating any relationships that would imply such beneficiary status.