Does the waiver of liability in the Amerispec Inspection Services agreement extend to the Company's employees?
Amerispec_Inspection_Services Franchise · 2025 FDDAnswer from 2025 FDD Document
- 21.9 No Recourse.
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 extends a waiver of liability to the company's directors, officers, employees, and other related parties. Specifically, it states that these individuals and entities will not be liable for any of the company's obligations or liabilities arising from the franchise agreement, any claims against the company based on the relationship between the franchisee and the company, or any claims against the company based on any alleged unlawful act or omission by the company. This waiver applies to past, present, and future personnel and affiliated parties.
This provision explicitly includes employees in the waiver of liability, meaning that franchisees generally cannot seek damages from Amerispec Inspection Services's employees for issues related to the franchise agreement, unless there is an express statutory liability for such conduct. The clause also clarifies that it constitutes an express waiver of claims based on vicarious liability, except where such claims are authorized by a guarantee of performance or statutory obligation. However, the provision does not bar any direct contractual, statutory, or common law claim that would otherwise exist.
For a prospective Amerispec Inspection Services franchisee, this means that their legal recourse in case of disputes or damages is primarily limited to the company itself, rather than its individual employees or related parties. It is important for franchisees to understand the scope and limitations of this waiver, particularly in situations where the actions or omissions of specific employees may contribute to a claim. Franchisees should consult with legal counsel to fully understand their rights and obligations under the franchise agreement and to assess the potential implications of this no recourse provision.