Under the Ledgers franchise agreement, is a franchisee considered a third-party beneficiary to any contract between Ledgers and another franchisee?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
tified in Schedule 1 (the "Territory") during the Term by and through the Franchisee Business Entity identified on the Summary Page and signature page of this Agreement (or as a sole proprietor or partnership if there is no business entity) and in conformity with the terms and conditions of this Agreement.
B. Independent Contractors.
Your relationship with us is that of an independent contractor. This Agreement does not create a partnership, joint venture, or any other entity between the Parties. Neither Party has a fiduciary duty or other special duty respect to the other Party.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, a franchisee is not a third-party beneficiary to any agreement between Ledgers and any other franchisee. Specifically, the franchise agreement clarifies that the relationship between Ledgers and its franchisees is that of independent contractors, and the agreement does not create a partnership, joint venture, or any other entity between the parties. Neither party has a fiduciary or other special duty to the other.
This means that a Ledgers franchisee cannot claim any rights or benefits under contracts that Ledgers may have with other franchisees. Each franchisee's agreement is separate, and one franchisee cannot enforce the terms of another franchisee's agreement. This is a standard provision in franchise agreements, as it ensures that Ledgers can manage its relationships with each franchisee individually without creating unintended obligations to other franchisees.
Furthermore, the franchise agreement explicitly states that only Ledgers's officers, directors, members, shareholders, agents, and employees are express third-party beneficiaries to the agreement. This reinforces the intent to limit any third-party beneficiary claims to specific individuals associated with Ledgers itself, excluding other franchisees. This clause protects Ledgers from potential legal complications that could arise if franchisees were able to claim rights under agreements with other franchisees.