Does the All County Franchise Agreement require the franchisee to release All County from all known and unknown claims?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Release of Claims by Franchisee. In consideration of the other terms and conditions of this Agreement, the receipt and sufficiency of which is hereby acknowledged, Franchisee, for himself and for each of his heirs, executors, administrators, insurers, attorneys, agents, representatives, successors, and assigns, does hereby release and forever discharge All County and each of its respective affiliated corporations, subsidiaries, divisions, insurers, indemnitors, attorneys, successors, and assigns, together with all of their past and present directors, officers, employees, attorneys, agents, assigns and representatives in their capacities as such, of and from any and all actions, suits, proceedings, claims (including, but not limited to, claims for attorney's fees), complaints, charges, judgments, executions, whether liquidated or unliquidated, known or unknown, asserted or unasserted, absolute or contingent, accrued or not accrued, related to the Franchise Agreement.
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- Reservation of Claims Against Non-Settling Parties. All County and Franchisee expressly reserve their right and claims against any non-settling persons, firms, corporations, or other entities for whatever portion or percentage their damages are found to be attributable to the wrongful conduct of said non-settling parties.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, the Franchise Agreement includes a clause where the franchisee releases All County from certain claims. Specifically, the franchisee agrees to release All County and its affiliates from any actions, suits, proceedings, and claims, including attorney's fees, whether these claims are known or unknown, asserted or unasserted, absolute or contingent, accrued or not accrued, and related to the Franchise Agreement. This release is made in consideration of the other terms and conditions of the agreement.
This means that by signing the All County Franchise Agreement, a franchisee waives their right to sue All County for a wide range of issues, even those they are not currently aware of. This could have significant implications if a franchisee later discovers that All County engaged in misconduct or breached the agreement in a way that was not initially apparent. The franchisee would likely be barred from pursuing legal action against All County due to this release.
However, it is important to note that in the state of Maryland, there are specific addenda to the All County Franchise Agreement that modify this release. These addenda state that any general release required in the Franchise Agreement as a condition of renewal, sale, and/or assignment or transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Additionally, no statement or acknowledgment signed by the franchisee can waive claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on any statement made by All County or its representatives. Therefore, the release of claims may have limitations depending on the franchisee's location and the nature of the claim.
Prospective franchisees should carefully review this release of claims provision with legal counsel to fully understand its scope and potential impact. They should also inquire about any specific exceptions or limitations to the release, particularly in their state of operation. Understanding the circumstances under which the release is applicable is crucial before entering into the All County Franchise Agreement.