Does the Annex Brands General Release allow for assignment or transfer of claims?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — Receipts (FDD pages 110–299)
What This Means (2025 FDD)
According to Annex Brands' 2025 Franchise Disclosure Document, the General Release explicitly prohibits the assignment or transfer of any claims against Franchisor-Related Persons/Entities. The franchisee represents and warrants that they have not made and will not make any assignment or transfer of interest in any claims.
This means that a franchisee signing the General Release cannot later assign or transfer their rights to pursue any released claims to another party. This restriction is in place to ensure that all claims are fully and finally extinguished upon the execution of the release.
Furthermore, the franchisee agrees to indemnify and hold harmless the Franchisor-Related Persons/Entities from any liabilities, claims, or expenses, including attorney's fees, resulting from any person asserting an interest in the claims due to an assignment or transfer. This provision protects Annex Brands from dealing with third parties who might claim rights based on an assignment from the franchisee. The FDD also states that if the franchisee or anyone acting on their behalf attempts to pursue released claims, they agree to pay all attorney's fees and other costs incurred by Annex Brands in defending against such actions.