Does the waiver of liability in the Amerispec Inspection Services agreement extend to the Company's attorneys?
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 franchise agreement includes a "No Recourse" provision that limits the liability of certain parties associated with the company. Specifically, this provision extends to 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, and attorneys.
This means that, as a franchisee, you agree that these individuals and entities will generally not be held liable for the company's obligations or liabilities arising from the franchise agreement, any claims against the company related to your relationship as a franchisee, or any claims against the company based on alleged unlawful acts or omissions. This provision also includes a waiver of claims based on vicarious liability, unless such claims are authorized by a guarantee of performance or statutory obligation.
However, the FDD clarifies that this "No Recourse" clause does not bar any direct contractual, statutory, or common law claim that would otherwise exist. Therefore, while the waiver is broad, it is not absolute and does not prevent franchisees from pursuing legitimate claims directly against the covered parties if those claims exist independently of the waiver. Franchisees should consult with a legal professional to fully understand the implications of this clause and how it may affect their rights.