What is the effect of the 'Risk of Changed Facts' clause on the General Release for Amerispec Inspection Services?
Amerispec_Inspection_Services Franchise · 2025 FDDAnswer from 2025 FDD Document
1. Release by Franchisee, Transferee, and Owners. Franchisee and Transferee (on behalf of themselves and their parents, subsidiaries, and affiliates and their respective past and present officers,
directors, shareholders, managers, members, agents, and employees, in their corporate and individual capacities), and Owners (on behalf of themselves and their respective heirs, representatives, successors and assigns) (collectively, the "Releasors") freely and without any influence forever release (i) Franchisor, (ii) Franchisor's past and present officers, directors, shareholders, managers, members, agents, and employees, in their corporate and individual capacities, and (iii) Franchisor's past and present parents, subsidiaries, predecessors, and affiliates and their respective past and present officers, directors, shareholders, managers, members, agents, and employees, in their corporate and individual capacities (collectively, the "Released Parties"), from any and all claims, debts, demands, liabilities, suits, judgments, and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, or suspected or unsuspected (collectively, "Claims"), which any Releasor ever owned or held, now owns or holds, or may in the future own or hold arising out of, or relating to, any act, omission, or event occurring on or before the date of this Release, including, without limitation, (a) Claims arising under federal, state, and local laws, rules, and ordinances and (b) Claims arising out of, or relating to, the Franchise Agreement and any other agreements between any Releasor and Franchisor or Franchisor's parents, subsidiaries, or affiliates.
- **2.
Risk of Changed Facts.** Franchisee, Transferee, and Owners (on behalf of all Releasors) (a) understand that the facts in respect of which the release in Section 1 is given may turn out to be different from the facts now known or believed by them to be true and (b) hereby accept and assume the risk of the facts turning out to be different and agree that the release in Section 1 shall nevertheless be effective in all respects and not subject to termination or rescission by virtue of any such difference in facts.
Source: Item 23 — Receipts (FDD pages 47–172)
What This Means (2025 FDD)
According to Amerispec Inspection Services's 2025 Franchise Disclosure Document, the 'Risk of Changed Facts' clause within the General Release has a significant impact on the franchisee's legal standing. This clause stipulates that even if the facts underlying the release of claims turn out to be different from what the franchisee, transferee, or owners initially believed, the release remains fully effective. This means the release cannot be terminated or rescinded simply because of a difference in facts that emerges later.
In practical terms, this clause places the burden on the franchisee to conduct thorough due diligence before signing the General Release. The franchisee is essentially agreeing to release Amerispec Inspection Services from any and all claims, known or unknown, regardless of whether the franchisee is fully aware of all potential issues at the time of signing. This includes claims related to the Franchise Agreement itself or any other agreements with Amerispec Inspection Services.
The 'Risk of Changed Facts' clause is a common legal protection for franchisors. However, franchisees should be aware of its implications. By agreeing to this clause, franchisees are waiving their right to pursue claims against Amerispec Inspection Services even if new information comes to light that could significantly impact their business or financial situation. Franchisees should seek legal counsel to fully understand the scope and implications of this release before signing.
In California, the FDD addendum notes that California Corporations Code 31512 voids a waiver of rights under the Franchise Investment Law and Business and Professions Code 20010 voids a waiver of rights under the Franchise Relations Act. This means that while the general release and risk of changed facts clause may be present in the agreement, certain protections afforded by California law cannot be waived.