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Alexa Hamilton purchased the rights to develop and open 10 health and fitness franchise locations under a development agreement with Lindenwood Fitness Corporation, the franchisor.

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Alexa Hamilton purchased the rights to develop and open 10 health and fitness franchise locations under a development agreement with Lindenwood Fitness Corporation, the franchisor. Alexa purchased the rights to open the 10 franchise locations under the development agreement for $8,000,000. Alexa formed Hamilton LLC as the business entity to develop the 10 franchise locations which would be operated under the franchisor's name, Lindenwood Fitness, Hamilton LLC is a separate legal entity from Lindenwood Fitness Corporation. Lindenwood Fitness Corporation has no financial investment or ownership in Hamilton LLC. Alexa sought investors for Hamilton LLC and raised $13,000,000 from her investors. Hamilton LLC never developed the 10 franchise locations. The investors eventually learned that Alexa embezzled all the funds from Hamilton LLC leaving Hamilton LLC with no assets and the investors with a total loss of their investment. The investors sued the franchisor, Lindenwood Fitness Corporation, claiming that an agency relationship existed between the franchisor and Hamilton, LLC, the franchisee. The investors argue the franchisor is liable for the conduct of its franchisee, Hamilton LLC, because oversight of a franchisee by the franchisor is inherent in a franchise relationship. You are the judge. How do you decide? Explain the relevant facts and principles of agency that will be important for your analysis

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