factual

Can the Pearce Bespoke Franchisee claim their relationship with the Franchisor is other than franchisor and franchisee?

Pearce_Bespoke Franchise · 2025 FDD

Answer from 2025 FDD Document

Franchisor and Franchisee are independent contractors. Neither Franchisor nor Franchisee will make any agreements, representations, or warranties in the name of or for the other or that their relationship is other than franchisor and franchisee. Neither Franchisor nor Franchisee will be obligated by or have any liability under any agreements, representations or warranties made by the other. Franchisee alone will be responsible for all loss or damage arising out of or relating to the operation of Franchisee's business or arising out of the acts or omissions of Franchisee or any of its agents, employees, or contractors in connection with the preparation and sale of products by Franchisee, and for all claims for damage to property or for injury or death of any persons directly or indirectly resulting therefrom. Franchisee acknowledges that the customer list of all Pearce Bespoke or commercial customers shall be the sole and exclusive property of Franchisor, and that Franchisee shall have no ownership rights or interest in the customer list. Franchisee will indemnify Franchisor against and will reimburse Franchisor for all obligations and damages arising out of the operation of Franchisee's business, including all costs Franchisor reasonably incurs in the defense of any such claim brought against it or in any action in which it is named as a party (including reasonable attorneys' fees), including without limitation any claims brought against it related to Franchisee's violations of Privacy Laws. Franchisor will have the right to defend any such claim against it. Franchisor will indemnify Franchisee against and reimburse Franchisee for any obligations or liability for damages attributable to agreements, representations or warranties of Franchisor, or custom by Franchisor's negligence or willful action, and for costs Franchisee reasonably incurs in the defense of any such claim brought against it or in any action in which it is named as a party, provided that Franchisor will have the right to participate in and, to the extent Franchisor deems necessary, to control any litigation or proceeding which might result in liability of or expense to Franchisee subject to such indemnification. The indemnities and assumptions of liabilities and obligations stated in this Agreement will continue in full force and effect following the expiration, termination, or a transfer of this Agreement.

Source: Item 22 — CONTRACTS (FDD page 39)

What This Means (2025 FDD)

According to Pearce Bespoke's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that the relationship between the franchisor and franchisee is that of independent contractors. The agreement specifies that neither party can make agreements, representations, or warranties on behalf of the other, nor can they represent their relationship as anything other than franchisor and franchisee. This clause protects both Pearce Bespoke and the franchisee from liabilities arising from the actions of the other party.

This section of the franchise agreement emphasizes the independent nature of the franchisee's business. The franchisee is responsible for all losses, damages, and claims arising from the operation of their Pearce Bespoke franchise, including the actions of their employees or contractors. Conversely, Pearce Bespoke is responsible for damages attributable to their agreements, representations, warranties, negligence, or willful actions. This delineation of responsibility is a common practice in franchising to ensure each party is accountable for their own operations.

The Pearce Bespoke franchise agreement also includes an indemnification clause, where the franchisee agrees to protect Pearce Bespoke from any liabilities or damages resulting from the franchisee's business operations. This includes covering legal costs incurred by Pearce Bespoke in defending against claims related to the franchisee's business. Pearce Bespoke, in turn, will indemnify the franchisee against obligations or liability for damages attributable to agreements, representations or warranties of Franchisor, or custom by Franchisor's negligence or willful action. These indemnification provisions remain in effect even after the franchise agreement expires, terminates, or is transferred.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.