Does the All States M.E.D. franchise agreement require a specific release of rights related to transactions or occurrences?
All_States_M_E_D Franchise · 2024 FDDAnswer from 2024 FDD Document
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- Release- Franchisee and all of Franchisee's guarantors, members, officers, directors, employees, agents, successors, assigns and affiliates fully and finally release and forever discharge Releasee, its past and present agents, employees, officers, directors, members, Franchisees, successors, assigns and affiliates (collectively "Released Parties") from any and all claims, actions, causes of action, contractual rights, demands, damages, costs, loss of services, expenses and compensation which Franchisee could assert against Released Parties or any of them up through and including the date of this Release.
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- THIS IS A SPECIFIC RELEASE GIVING UP ALL RIGHTS WITH RESPECT TO THE TRANSACTIONS OR OCCURRENCES THAT ARE BEING RELEASED UNDER THIS AGREEMENT.
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- California Releasor- You represent and warrant that YOU EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS UNDER CALIFORNIA CIVIL CODE §1542, which provides as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
- The above Release shall not apply to any liabilities arising under the California Franchise Investment Law, the California Franchise Relations Act, Indiana Code § 23-2-2.5.1 through 23-2-2.7-7, the Maryland Franchise Registration and Disclosure Law, Michigan
- Franchise Investment Law, Minnesota Franchise Act, North Dakota franchise laws, the Rhode Island Investment Act, and the Washington Franchise Investment Protection Act.
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- Releasor agrees to comply with all of its applicable post-termination or post-transfer obligations (as the case may be) in the Franchise Agreement described above.
Source: Item 23 — RECEIPTS (FDD pages 44–174)
What This Means (2024 FDD)
According to the 2024 All States M.E.D. Franchise Disclosure Document, the franchise agreement includes a specific release of rights. As part of the agreement, the franchisee, along with their guarantors, members, officers, directors, employees, agents, successors, assigns, and affiliates, must release All States M.E.D. and its Released Parties from all potential claims and liabilities up to the date of the release. This release covers all types of claims, actions, contractual rights, demands, damages, costs, loss of services, expenses, and compensation that the franchisee could assert against All States M.E.D..
This is highlighted as a specific release, meaning the franchisee is giving up all rights related to the transactions or occurrences covered by the agreement. The FDD also mentions California Civil Code §1542, where the releasor expressly waives any rights and benefits under this code, which typically protects against releasing claims that are unknown at the time of the release.
However, the release does not apply to liabilities arising under specific franchise laws, including the California Franchise Investment Law, the California Franchise Relations Act, Indiana Code, the Maryland Franchise Registration and Disclosure Law, Michigan Franchise Investment Law, Minnesota Franchise Act, North Dakota franchise laws, the Rhode Island Investment Act, and the Washington Franchise Investment Protection Act. The franchisee must also comply with all applicable post-termination or post-transfer obligations as outlined in the Franchise Agreement.