Under the Monicals Pizza Development Agreement, can a third party claim to be a beneficiary of the agreement?
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 the 2025 Monicals Pizza Franchise Disclosure Document, the Development Agreement is purely a contractual relationship between the franchisor and the developer. The agreement explicitly states that it does not appoint the developer as an agent, legal representative, joint venturer, partner, employee, servant, or independent contractor of Monicals Pizza for any purpose.
Furthermore, the developer cannot represent to third parties that they are an agent of Monicals Pizza, nor are they authorized to make any contracts, agreements, warranties, or representations on behalf of Monicals Pizza. The agreement clarifies that Monicals Pizza will not be liable for any act, omission, contract, debt, or any other obligation of the developer. Additionally, the Development Agreement does not establish a fiduciary relationship between Monicals Pizza and the developer.
This means that third parties do not have rights or claims as beneficiaries under the Development Agreement. Any contractors or vendors retained by the developer for remodeling or construction are considered independent contractors of the developer alone, reinforcing the separation of Monicals Pizza from obligations to third parties involved with the developer's operations.