Does the release of claims in the Anago franchise agreement extend to claims against Anago's franchise sales brokers and their agents?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
g this Agreement and any other agreement imposing a binding obligation on You; and (b) any payment by You of any consideration for the sale or proposed sale, of a Unit Franchise.
SECTION 15.5 RECEIPT OF COMPLETED UNIT FRANCHISE AGREEMENT.
You agree that You received from Us a completed copy of this Agreement (via Exhibit B of the FDD and all related agreements, containing all material terms, (except for the date, signatures and any minor matters not material to the Agreements)), before signing this Agreement.
SECTION 15.6 ACKNOWLEDGMENT OF RISK.
You agree to the following:
(a) YOUR SUCCESS IN OWNING AND OPERATING THE ANAGO UNIT FRANCHISE IS SPECULATIVE AND DEPENDS ON MANY FACTORS INCLUDING, TO A LARGE EXTENT, YOUR INDEPENDENT BUSINESS ABILITY. NO REPRESENTATIONS OR PROMISES, EXPRESS OR IMPLIED, HAVE BEEN MADE BY US OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, BROKERS OR REPRESENTATIVES, TO INDUCE YOU TO ENTER INTO THIS AGREEMENT EXCEPT AS INCLUDED IN THIS AGREEMENT. NO OFFICER, DIRECTOR,
EMPLOYEE, BROKER OR REPRESENTATIVE IS AUTHORIZED TO DO OTHERWISE.
- (b) YOU AGREE THAT IN ALL OF YOUR DEALINGS WITH US, OUR OFFICERS, DIRECTORS, EMPLOYEES, BROKERS (IF ANY) AND OTHER REPRESENTATIVES ACT ONLY IN A REPRESENTATIVE CAPACITY AND NOT IN AN INDIVIDUAL CAPACITY. YOU AGREE THAT THIS AGREEMENT AND ALL BUSINESS DEALINGS BETWEEN YOU AND ANY INDIVIDUALS AS A RESULT OF THIS AGREEMENT, ARE ONLY BETWEEN YOU AND US.
- **(c) WE MAKE NO WARRANTY AS TO YOUR ABILITY TO OPERATE THE ANAGO UNIT FRANCHISE IN THE JURISDICTION WHERE THE ANAGO UNIT FRANCHISE IS TO BE OPERATED. IT IS YOUR OBLIGATION TO SEEK OR OBTAIN ADVICE OF COUNSEL SPECIFICALLY ON THIS ISSUE.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the franchise agreement includes provisions that address the relationship between the franchisee, Anago, and its representatives, including brokers. Specifically, the agreement states that no representations or promises have been made by Anago or its officers, directors, employees, brokers, or representatives to induce the franchisee to enter the agreement, except as included in the agreement itself. Furthermore, no officer, director, employee, broker, or representative is authorized to do otherwise. This suggests that any claims arising from representations outside the franchise agreement may be limited.
The Anago franchise agreement also stipulates that in all dealings with Anago, its officers, directors, employees, brokers, and other representatives act only in a representative capacity and not in an individual capacity. The agreement specifies that all business dealings between the franchisee and any individuals as a result of the agreement are solely between the franchisee and Anago. This provision could limit the franchisee's ability to pursue claims directly against Anago’s brokers or agents in their individual capacities, as the agreement emphasizes that the relationship is between the franchisee and Anago itself.
However, the FDD also includes a clause where the franchisee releases Anago and its officers, directors, stockholders, agents, and legal successors and assigns from all causes of action related to the disclosure of the franchisee's name, home address, and telephone number. While this clause specifically addresses the disclosure of personal information, it demonstrates that releases of claims can be included in the agreement. It is important to note that the FDD does not explicitly state whether the release of claims extends to claims against Anago's franchise sales brokers and their agents beyond the disclosure of personal information. A prospective franchisee should clarify with Anago under what circumstances claims against brokers and agents are covered by the release.
Given the language in the Anago franchise agreement, it is crucial for a prospective franchisee to understand the extent to which claims against franchise sales brokers and their agents are covered by any release of claims. It would be prudent to seek legal counsel to review the franchise agreement and clarify the implications of these provisions, particularly regarding potential misrepresentations or unauthorized promises made by brokers or representatives during the franchise sales process. Understanding these limitations is essential for assessing the risks and benefits of investing in an Anago franchise.