In a Belocal franchise transfer, who must the transferor and its principals release from claims?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
Transferor and each Transferor Principal, for themselves and on behalf of all other persons or entities acting on any of their behalf or claiming under any of them ("Releasing Parties"), hereby irrevocably and unconditionally release, acquit, and forever discharge Franchisor, Franchisor's predecessors, parents, subsidiaries, and affiliates, their respective officers, directors, shareholders, partners, managers, members, agents, representatives, independent contractors, servants, employees, attorneys, accountants, guarantors, successors, and assigns, past and present, in their corporate and individual capacities, past and present, and all persons acting by, through, under or in concert with any of them ("Franchisor Releasees") or any of them, from all actions, causes of action, suits, debts, liens, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses (including attorneys' fees and costs actually incurred), known or unknown, suspected or unsuspected, fixed or contingent, which any of them now has, owns, holds, claims to have, claims to own, or claims to hold, or at any time heretofore had, owned, held, claimed to have, claimed to own, or claimed to hold (collectively, "claims") against each or any of the Franchisor Releasees, including but not limited to those arising out of or relating to the Franchise Agreement and the relationships created thereby, any other agreement between any Franchisor Releasee on the one hand and any Releasing Party on the other hand, and the offer or sale of the N2 publication franchise opportunity.
[INCLUDE THE FOLLOWING SENTENCE FOR TRANSFERS IN WASHINGTON ONLY: This release in paragraph 5(b) does not apply with respect to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.]
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, in the event of a franchise transfer, the transferor and its principals are required to release certain parties from any and all claims. Specifically, the transferor and each transferor principal, along with anyone acting on their behalf, must release Belocal, its predecessors, parents, subsidiaries, and affiliates. This release extends to their respective officers, directors, shareholders, partners, managers, members, agents, representatives, independent contractors, servants, employees, attorneys, accountants, guarantors, successors, and assigns, both past and present, in their corporate and individual capacities.
The release covers all actions, causes of action, suits, debts, liens, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses, including attorneys' fees, whether known or unknown, suspected or unsuspected, fixed or contingent. This includes claims arising out of or relating to the Franchise Agreement, any other agreement between Belocal and the releasing party, and the offer or sale of the N2 publication franchise opportunity.
This requirement ensures that Belocal is protected from potential future claims by the transferor after the franchise has been transferred. However, it's important to note that for transfers in Washington state only, this release does not apply to claims arising under the Washington Franchise Investment Protection Act. Prospective franchisees should carefully review this section of the Transfer Agreement with their legal counsel to fully understand the scope and implications of the release.