Does the release in the Anago franchise agreement cover claims arising from any agreement between the franchisee (or their owners) and Anago (or its affiliates)?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
SECTION 15.1 NO RELIANCE.
This Agreement and all Exhibits to this Agreement constitute the entire Agreement between the parties and supersede any and all prior negotiations, understandings, representations, and Agreements. Nothing in this or in any related Agreement, however, is intended to disclaim the
representations We made in the Franchise Disclosure Document that We furnished to You.
SECTION 13.2 INDEPENDENT COVENANTS.
The parties agree that the covenants in ARTICLE 13 are independent of any other provision of this Agreement. You agree that the existence of any claim You may have against Us or any of Our Affiliates, regardless of whether under this Agreement, is not a defense to Our enforcement of these covenants.
SECTION 18.23 LIMITATIONS OF CLAIMS.
ALL CLAIMS, EXCEPT FOR MONIES DUE TO US UNDER THIS AGREEMENT, RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES ARE BARRED UNLESS AN ACTION OR LEGAL OR ARBITRATION PROCEEDING IS FILED AND TIMELY SERVED UPON THE OPPOSING PARTY WITHIN 12 MONTHS FROM THE DATE YOU OR WE KNEW OR SHOULD HAVE KNOWN OF THE FACTS CREATING THE CLAIM, EXCEPT TO THE EXTENT ANY APPLICABLE LAW OR STATUTE PROVIDES FOR A SHORTER PERIOD OF TIME TO BRING A CLAIM, OR AS OTHERWISE REQUIRED BY LAW.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, Section 15.1 clarifies that the franchise agreement and its exhibits constitute the entire agreement between the parties, superseding prior negotiations and understandings. However, it explicitly states that nothing within the agreement disclaims representations made by Anago in the Franchise Disclosure Document itself.
Section 13.2 also states that the covenants outlined in Article 13 are independent of any other provision within the agreement. It emphasizes that any claim a franchisee may have against Anago or its affiliates, regardless of whether it arises under the agreement, does not serve as a defense against Anago's enforcement of these covenants.
Section 18.23 further stipulates that all claims relating to the relationship between the parties, except for monies due to Anago under the agreement, are barred unless an action or legal proceeding is filed within 12 months from the date the franchisee knew or should have known of the facts creating the claim. This limitation is subject to applicable laws that may provide for a shorter period or as otherwise required by law. These sections collectively define the scope and limitations of claims and liabilities between Anago and its franchisees.