Does the Development Agreement for Monicals Pizza establish the Developer as an agent of the Franchisor?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
This Development Agreement is purely a contractual relationship between the parties and does not appoint or make Developer an agent, legal representative, joint venturer, partner, employee, servant or independent contractor of Franchisor for any purpose whatsoever. Developer may not represent or imply to third parties that Developer is an agent of Franchisor, and Developer is in no way authorized to make any contract, agreement, warranty or representation on behalf of Franchisor, or to create any obligation, expressed or implied, on Franchisor's behalf. Under no circumstances shall Franchisor be liable for any act, omission, contract, debt or any other obligation of Developer. In no event shall this Development Agreement or any conduct pursuant hereto make Franchisor a fiduciary with respect to Developer. Franchisor shall in no way be responsible for any injuries to persons or property resulting from the development of any Monical's Restaurant pursuant to this Development Agreement. Any third party contractors and vendors retained by Developer for remodeling or construction are independent contractors of Developer alone.
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
According to Monicals Pizza's 2025 Franchise Disclosure Document, the Development Agreement is a contractual relationship and does not establish the Developer as an agent of the Franchisor. The agreement explicitly states that the Developer is not an agent, legal representative, joint venturer, partner, employee, servant, or independent contractor of Monicals Pizza for any purpose.
This means a Monicals Pizza developer cannot represent themselves as an agent of the Franchisor to third parties. They are not authorized to make any contracts, agreements, warranties, or representations on behalf of Monicals Pizza, nor can they create any obligations, expressed or implied, for the Franchisor. Monicals Pizza will not be liable for any act, omission, contract, debt, or any other obligation of the Developer.
Furthermore, the Development Agreement does not create a fiduciary relationship between Monicals Pizza and the Developer. Monicals Pizza is free to act in its own self-interest without any obligation to act reasonably or consider the impact on the Developer, except as may be provided by statute or regulation. This reinforces the independent nature of the relationship between the Franchisor and the Developer.