Does the waiver of liability in the Amerispec Inspection Services agreement extend to the Company's subsidiaries?
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 Amerispec Inspection Services's 2025 Franchise Disclosure Document, the franchise agreement includes a "no recourse" provision that limits the liability of various parties associated with the company. Specifically, this provision extends to Amerispec Inspection Services' 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. These individuals and entities will not be held liable for the company's obligations or liabilities arising from the franchise agreement, claims against the company based on the relationship between the franchisee and the company, or claims based on any alleged unlawful act or omission by the company.
This provision also includes an express waiver of claims based on vicarious liability, unless such claims are authorized by a guarantee of performance or statutory obligation. However, it does not bar any direct contractual, statutory, or common law claim that would otherwise exist. This means that while franchisees waive certain rights to sue related parties, they retain the right to pursue direct claims.
For a prospective franchisee, this "no recourse" clause significantly limits their ability to seek damages from individuals or entities affiliated with Amerispec Inspection Services beyond the company itself. It is important for franchisees to understand the scope of this waiver and to consider its implications before entering into the franchise agreement. Franchisees should seek legal counsel to fully understand their rights and potential liabilities under the agreement.