Can the Pearce Bespoke Franchisee make agreements in the name of the Franchisor?
Pearce_Bespoke Franchise · 2025 FDDAnswer 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 franchisee operates as an independent contractor and cannot make agreements, representations, or warranties in the name of or for the franchisor. This means the franchisee does not have the authority to act on behalf of Pearce Bespoke in contractual matters or to represent themselves as anything other than an independent franchisee. The agreement explicitly states that neither party is obligated by or has any liability under agreements made by the other.
This arrangement protects Pearce Bespoke from liabilities arising from the franchisee's actions and ensures that the franchisee is responsible for their own business operations. The franchisee is solely responsible for any loss or damage resulting from the operation of their business, including the actions of their agents, employees, or contractors. This includes claims for property damage, injury, or death related to the franchisee's business.
To further protect Pearce Bespoke, the franchisee must indemnify the franchisor against any obligations and damages arising from the franchisee's business operations. This includes covering the franchisor's costs in defending against any claims brought against it due to the franchisee's actions, including attorney's fees and violations of privacy laws. However, Pearce Bespoke will indemnify the franchisee for damages attributable to the franchisor's agreements, representations, warranties, negligence, or willful action. This division of responsibility is a common practice in franchising, ensuring each party is accountable for their own actions and obligations.