Is a general release required when transferring a Belocal franchise?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
(3) The transferor and its principals, for themselves and on behalf of their respective guarantors, predecessors, affiliates, shareholders, members, partners, officers, directors, managers, employees, agents, representatives, attorneys, accountants, heirs, executors, administrators, successors, and assigns, if applicable, shall have executed a general release, in a form satisfactory to Franchisor, of any and all claims against Franchisor, Franchisor's predecessors 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, including, without limitation, claims arising under this Agreement and any other agreement with Franchisor or its affiliates, and under federal, state, or local laws, rules, and regulations or orders;
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- You must sign a general release if you transfer your franchise. California Corporations Code Section 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). Business and Professions Code Section 20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).
[INCLUDE THE FOLLOWING SENTENCE FOR TRANSFERS IN WASHINGTON ONLY: The release in this Section 5 does not apply with respect to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.]
[INCLUDE IF ASSIGNOR IS A CALIFORNIA RESIDENT: Assignor Releasing Parties, and each of them, expressly waive and relinquish all rights and benefits which any of them may now have or in the future have under and by virtue of California Civil Code Section 1542. Assignor Releasing Parties do so understanding the significance and consequence of such specific waiver. Section 1542 provides that "[a] general release does not extend to claims which the creditor does not know or suspect 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." For the purpose of implementing a general release and discharge as described in this Section 5., Assignor Releasing Parties expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all claims described in this Section 5., which the parties do not know or suspect to exist in their favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such claims.] [Include if Assignor is California resident.]
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, a general release is required when transferring a franchise. The transferor and their principals must execute a general release in a form satisfactory to Belocal. This release covers any and all claims against Belocal, its predecessors, and affiliates, including their officers, directors, shareholders, partners, managers, members, agents, representatives, independent contractors, servants, employees, attorneys, accountants, guarantors, successors, and assigns. The release extends to claims arising under the Franchise Agreement, any other agreement with Belocal or its affiliates, and under federal, state, or local laws, rules, regulations, or orders.
For California franchisees, the release includes a waiver of rights under California Civil Code Section 1542, which pertains to unknown claims. This means the transferor is giving up rights to claims they may not even be aware of at the time of signing the release. However, California Corporations Code Section 31512 voids any waiver of rights under the Franchise Investment Law, and Business and Professions Code Section 20010 voids any waiver of rights under the Franchise Relations Act.
For Washington franchisees, the general release does not apply to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and its rules. This ensures that franchisees in Washington retain their rights under this specific law, even with the general release. Prospective franchisees should carefully review the general release and understand the implications of waiving potential claims against Belocal before proceeding with a transfer.