Does the Amerispec Inspection Services agreement include a waiver of vicarious liability claims?
Amerispec_Inspection_Services Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee acknowledges and agrees that except as provided under an express statutory liability for such conduct, none of the Company's past, present or future directors, officers, employees, incorporators, members, partners, stockholders, subsidiaries, affiliates, controlling parties, entities under common control, ownership or management, vendors, service providers, agents, attorneys or representatives will have any liability for (i) any of the Company's obligations or liabilities relating to or arising from this Agreement, (ii) any claim against the Company based on, in respect of, or by reason of, the relationship between the Franchisee and the Company, or (iii) any claim against the Company based on any of the Company's alleged unlawful act or omission.
For the avoidance of doubt, this provision constitutes an express waiver of any claims based on a theory of vicarious liability, unless such vicarious claims are authorized by a guarantee of performance or statutory obligation.
It is not meant to bar any direct contractual, statutory, or common law claim that would otherwise exist.
Source: Item 23 — Receipts (FDD pages 47–172)
What This Means (2025 FDD)
According to Amerispec Inspection Services's 2025 Franchise Disclosure Document, the franchise agreement includes a waiver of vicarious liability claims. Specifically, the agreement states that none of the company's directors, officers, employees, or other related parties will have any liability for the company's obligations or any claims against the company arising from the relationship between the franchisee and Amerispec Inspection Services. This extends to claims based on any alleged unlawful act or omission by the company.
This provision explicitly constitutes a waiver of claims based on vicarious liability, unless such claims are authorized by a guarantee of performance or statutory obligation. However, the agreement clarifies that this waiver does not bar any direct contractual, statutory, or common law claim that would otherwise exist. This means a franchisee may still be able to pursue a claim directly against Amerispec Inspection Services for its own actions, but generally cannot hold the company liable for the actions of its employees or related parties.
This type of clause is intended to protect the franchisor from being held responsible for the independent actions of its franchisees. Franchisees should be aware of this provision and understand that they are primarily responsible for managing their business and ensuring compliance with all applicable laws and regulations. The waiver of vicarious liability is a significant legal point, and franchisees should consult with an attorney to fully understand its implications.