Does the Fly Fitness agreement grant the Developer the right to bind the Franchisor in any way?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
- 11.1 Independent Licensee. Developer is and shall be an independent licensee under this Agreement, and no partnership shall exist between Developer and Franchisor. This Agreement does not constitute Developer as an agent, legal representative, or employee of Franchisor for any purpose whatsoever, and Developer is not granted any right or authority to assume or create any obligation for or on behalf of, or in the name of, or in any way to bind Franchisor. Developer agrees not to incur or contract any debt or obligation on behalf of Franchisor or commit any act, make any representation, or advertise in any manner which may adversely affect any right of Franchisor or be detrimental to Franchisor or other developers or franchisees of Franchisor. Pursuant to the above, Developer agrees to indemnify Franchisor and hold Franchisor harmless from any and all liability, loss, attorneys' fees, or damage Franchisor may suffer as a result of claims, demands, taxes, costs or judgments against Franchisor arising out of the relationship hereby established which specifically, but not exclusively, includes costs, losses, expenses, attorneys fees relative to assignment or the transfer of right to develop and transactional costs relative thereto, defaults under any leases, subleases, notes, receipt of revenues or any other relationships arising directly or indirectly out of the development and operation of the Fly Fitness outlets.
Source: Item 23 — RECEIPT (FDD pages 45–182)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the Developer is explicitly defined as an independent licensee and does not have the authority to act on behalf of or bind Fly Fitness in any way. The agreement specifies that no partnership exists between the Developer and Fly Fitness, and the Developer cannot act as an agent, legal representative, or employee of Fly Fitness for any purpose. This is a common arrangement in franchising, designed to protect the franchisor from liabilities incurred by franchisees.
The Fly Fitness agreement clearly states that the Developer cannot incur any debt or obligation on behalf of Fly Fitness, nor can they make any representations or advertise in a manner that could adversely affect Fly Fitness's rights or be detrimental to the brand or other franchisees. This provision ensures that the Developer operates independently and does not create any financial or legal liabilities for Fly Fitness.
Furthermore, the Developer agrees to indemnify Fly Fitness and hold them harmless from any liability, loss, attorneys' fees, or damages resulting from claims, demands, taxes, costs, or judgments against Fly Fitness arising out of the established relationship. This indemnification clause reinforces the independent nature of the Developer's operation and provides Fly Fitness with legal protection against potential liabilities caused by the Developer's actions. This includes costs related to the transfer of development rights, defaults under leases, and any relationships arising from the operation of Fly Fitness outlets.