What is the effect of the Annex Brands General Release intended to be regarding existing rights and claims?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
JECT TO CHANGE)
This GENERAL RELEASE ("Release") is made and executed by {NAME}, individually ("you"), as of {DATE} ("Effective Date").
WHEREAS, ANNEX BRANDS, INC., a California corporation ("us") and you entered into a franchise agreement with an effective date of {DATE}, and {DESCRIBE FACTS}.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, you agree as follows:
Release-General Provisions. You, for yourself and on behalf of your heirs, executors, administrators, personal representatives, employees, agents, successors, and assigns, in their corporate and individual capacities (collectively "Releasors"), jointly and severally, hereby release and forever discharge each of the Franchisor-Related Persons/Entities as defined below (collectively "Franchisor-Related Persons/Entities") of and from any and all causes of action, in law or in equity, suits, debts, liens, defaults under contracts, leases, agreements or promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, howsoever arising, known or unknown, fixed or contingent, past or present, that Releasors ever had, now have or hereafter may have against any or all of the Franchisor-Related Persons/Entities by reason of any matter, cause or thing whatsoever from the beginning of time through the Effective Date hereof (the "Claims"), it being the mutual intention of the parties that this release be unqualifiedly general in scope and effect and that any Claims against the Franchisor-Related Persons/Entities are hereby forever canceled and forgiven.
YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
YOU, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVE ALL OF YOUR RIGHTS THEREUNDER AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT OF ANY APPLICABLE JURISDICTION, INCLUDING, WITHOUT LIMITATION, CALIFORNIA AND/OR ____________________ {THE JURISDICTIONS OF FRANCHISEE'S RESIDENCE AND THE LOCATION OF THE FRANCHISE(S)}.
You expressly assume the risk of any mistake of fact or fact of which you may be unaware or that the true facts may be other than any facts now known or believed to exist by you, and it is your intention to forever settle, adjust and compromise any and all present and/or future disputes with respect to all matters from the beginning of time to the date of this document finally and forever and without regard to who may or may not have been correct in their understanding of the facts, law or otherwise. All releases given by you are intended to constitute a full, complete, unconditional and immediate substitution for any and all rights, claims, demands and causes of action whatsoever which exist, or might have existed, on the date of this document. You represent and warrant that you have made such independent investigation of the facts, law and otherwise pertaining to all matters discussed, referred to or released in or by this document as you, in your independent judgment, believe necessary or appropriate. You have not relied on any statement, promise, representation or otherwise, whether of fact, law or otherwise, or lack of disclosure of any fact, law or otherwise, by the Franchisor-Related Persons/Entities or anyone else, not expressly set forth herein, in executing this Release.
No Assignment or Transfer of Interest. You represent and warrant that there has not been and will not be any assignment or other transfer of any interest in any Claims that you may have against the Franchisor-Related Persons/Entities, all Claims having been fully and finally extinguished, and you agree to forever indemnify and hold the Franchisor-Related Persons/Entities harmless from any liability, claims, demands, damages, losses, costs, expenses or attorneys' fees incurred by any of the Franchisor-Related Persons/Entities as a result of any person asserting any interest in any of the Claims and/or any voluntary, involuntary or other assignment or transfer, or any rights or claims under any assignment, transfer or otherwise. It is the intention of the parties that this indemnity does not require payment by any of the Franchisor-Related Persons/Entities as a condition precedent to recovery against you under this indemnity.
Attorneys' Fees. If you or anyone acting for, or on behalf of you or claiming to have received, by assignment or otherwise, any interest in any of the Claims, commence, join in, or in any manner seek relief through any suit (or otherwise) arising out of, based on or relating to any of the Claims released hereunder or in any manner assert against any of the Franchisor-Related Persons/Entities any of the Claims released hereunder, you agree to pay all attorneys' fees and other costs incurred by any of the Franchisor-Related Persons/Entities in defending or otherwise responding to said suit or assertion directly to the Franchisor-Related Persons/Entities incurring such costs.
"Franchisor-Related Persons/Entities." Annex Brands, Inc. and its past, current and future: predecessors, successors, partners, shareholders, officers, directors, agents, attorneys, accountants, and/or employees and/or any affiliated companies and/or persons, and each of their respective partners, shareholders, officers, directors, agents, attorneys, accountants, and/or employees, as well as any company(ies)/person(s) acting by, through, under or in concert or affiliated or associated in any way with any of the foregoing, including but not limited to Navis Logistics Management, Inc. and each of its shareholders, officers, directors, agents, attorneys, accountants, and/or employees, as well as any of the Affiliates, predecessors, successors and/or assigns of any of the foregoing.
Date of Releases, Joint and Several Liability. The releases granted hereunder will be deemed effective as of the Effective Date hereof.
Source: Item 23 — Receipts (FDD pages 110–299)
What This Means (2025 FDD)
According to the 2025 FDD, Annex Brands uses a General Release that aims to broadly discharge Annex Brands and related parties from any and all claims a franchisee may have, from the beginning of time through the effective date of the release. This includes known and unknown claims, covering a wide range of potential issues such as contract disputes, liabilities, and damages. The intention is to provide a comprehensive and unqualified release, canceling and forgiving all such claims against Annex Brands.
However, the FDD also acknowledges California Civil Code Section 1542, which states that a general release does not extend to claims that the creditor (franchisee) does not know or suspect to exist at the time of executing the release, and which, if known, would have materially affected the settlement. Despite this, the General Release requires the franchisee to expressly waive their rights under this code section and similar laws in other jurisdictions. This means the franchisee is assuming the risk of any mistake of fact or law and agreeing to settle all present and future disputes, regardless of whether they are aware of all relevant facts.
The release is intended to be a full, complete, unconditional, and immediate substitution for any rights, claims, demands, and causes of action that exist or might have existed up to the date of the document. The franchisee also represents that they have conducted their own independent investigation and have not relied on any statements or promises from Annex Brands that are not expressly set forth in the release. It is important to note that this release does not apply to claims arising under the Washington Franchise Investment Protection Act. In New York, the general release is required for transfer or renewal, but it will not waive rights under Article 33 of the General Business Law of the State of New York.