What is the liability of each owner of an All County franchise under the agreement they must execute?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
paid at the closing of the purchase, which will take place not later than ninety (90) days after determination of the purchase price. We have the right to set off against the purchase price, and thereby reduce the purchase price by, any and all amounts you or your owners owe to us.
- 23.6.7. Instruments. At the closing, you agree to deliver instruments transferring:
- 23.6.7.1. good and merchantable title to the assets purchased, free and clear of all liens and encumbrances (other than liens and security interests acceptable to us), with all sales and other transfer taxes paid by you; and
- 23.6.7.2. all licenses and permits of the Business which may be assigned or transferred; and
- 23.6.7.3. the leasehold interest in the Location and improvements thereon.
- 23.6.8. Escrow. If you cannot deliver clear title to all of the purchased assets, or if there are other unresolved issues, the closing of the sale will, at our election, be accomplished through an escrow arrangement with an independent escrow agent selected by us.
- 23.6.9. Releases. You and your owners agree to execute general releases, in form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees, agents, successors and assigns. 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.
- 23.7.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, owners are required to execute general releases that waive claims against All County and its affiliates. Specifically, when voluntarily terminating the franchise agreement within the first 365 days, franchisees and their owners must agree to execute general releases in a form satisfactory to All County, which releases All County from any and all claims. These releases extend to All County's shareholders, officers, directors, employees, agents, successors, and assigns.
This means that as a condition of certain actions like renewal, sale, assignment, or transfer of the franchise, owners must sign a release that could prevent them from pursuing legal action against All County, with a notable exception for liability under the Maryland Franchise Registration and Disclosure Law. This requirement is also present when a franchisee chooses to voluntarily terminate the agreement within the first year, highlighting the importance of understanding the implications of such releases.
Franchisees should carefully review the terms of the general release with legal counsel to fully understand the scope of claims being waived and the potential impact on their rights. This is a standard practice in franchising, where franchisors seek to protect themselves from potential liabilities, but it is crucial for franchisees to be aware of the specific conditions and limitations of these releases.