Under what circumstances is the waiver of vicarious liability in the Amerispec Inspection Services agreement not applicable?
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 the 2025 Amerispec Inspection Services Franchise Disclosure Document, the waiver of vicarious liability does not apply if the vicarious claims are authorized by a guarantee of performance or statutory obligation. This means that while Amerispec Inspection Services aims to protect its directors, officers, employees, and other related parties from liabilities arising from the franchise agreement or the relationship between the franchisee and the company, there are specific exceptions.
The waiver is intended to prevent franchisees from pursuing claims against Amerispec Inspection Services's personnel or affiliates based on the actions of the company or its franchisees, unless there is an explicit guarantee of performance or a statutory obligation that allows for such claims. This clause clarifies that the waiver is not meant to bar any direct contractual, statutory, or common law claim that would otherwise exist.
In practical terms, this means that if Amerispec Inspection Services provides a guarantee related to the performance of the franchise or if a law imposes a vicarious liability, the franchisee may still have grounds to bring a claim against the specified parties, notwithstanding the general waiver. This ensures that franchisees retain certain legal rights where there are specific guarantees or legal obligations in place.
Prospective franchisees should carefully review the franchise agreement and any related documents to understand the scope and limitations of this waiver, and to identify any potential guarantees or statutory obligations that could affect their rights. Understanding these conditions is crucial for assessing the risks and benefits of investing in an Amerispec Inspection Services franchise.