Does the Itan franchise agreement create a general agency relationship between the parties?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
Nothing in this Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any Person not a party to this Agreement.
- **13.7.
Integration.** THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CHANGED EXCEPT BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES.
Any email or informal electronic communication shall not be deemed to modify this Agreement unless it is signed by both parties and specifically states it is intended to modify this Agreement.
The attachment(s) are part of this Agreement, which together with any Amendments or Addenda executed on or after the Effective Date constitutes the entire understanding and agreement of the parties.
There are no other oral or written understandings or agreements
between the parties about the subject matter of this Agreement. Any representations not specifically contained in this Agreement made before entering into this Agreement do not survive after the signing of this Agreement. Nothing in this Agreement is intended to disclaim any of the representations we made in the Franchise Disclosure Document. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (a) waiving any claims under any applicable state franchise law, including fraud in the inducement or (b) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
Based on the 2025 Itan Franchise Disclosure Document, the franchise agreement does not establish a general agency relationship between Itan and its franchisees. The agreement explicitly states that nothing within it is intended to confer rights or remedies to any person not directly a party to the agreement.
Furthermore, the document emphasizes that the written agreement constitutes the entire understanding between Itan and the franchisee. It specifies that any prior agreements or representations not explicitly included in the franchise agreement are not binding. This reinforces the absence of an agency relationship, as such a relationship would typically involve specific grants of authority and representation that are not mentioned here.
This means that as an Itan franchisee, you are an independent business owner and are not authorized to act on behalf of Itan unless explicitly stated in the franchise agreement. You cannot make representations, enter into contracts, or otherwise bind Itan to any obligations without specific written authorization. This independence carries both benefits and risks, as you have control over your business operations but also bear the full responsibility for its liabilities.