What is the relationship between the Franchise Agreement and the claims released in the Belocal Transfer Agreement?
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.]
INCLUDE THE FOLLOWING PARAGRAPH FOR TRANSFERS IN CALIFORNIA ONLY:[c. The parties to this Transfer Agreement expressly waive and relinquish all rights and
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to the 2025 Belocal FDD, the Transfer Agreement includes a release of claims by the transferor (seller) against Belocal, which extends to claims arising from or related to the Franchise Agreement. This means that when a Belocal franchise is transferred from one owner to another, the seller agrees to release Belocal from any existing or future claims related to the original Franchise Agreement. This release is comprehensive, covering all potential legal actions, suits, debts, and liabilities, whether known or unknown, that the seller might have against Belocal. The release ensures that Belocal is protected from legal disputes with the outgoing franchisee regarding the franchise agreement.
Specifically, the transferor and their principals release Belocal from all claims and damages, whether known or unknown, that they have or claim to have against Belocal. This includes claims arising out of or relating to the performance or non-performance of the Franchise Agreement, the Transfer Agreement itself, or any other agreement between the transferor and Belocal. The release is broad, covering not only the transferor but also their guarantors, predecessors, parents, affiliates, subsidiaries, shareholders, members, partners, officers, directors, managers, employees, agents, representatives, attorneys, accountants, heirs, executors, administrators, family members, successors, and assigns.
Belocal requires that the transferor acknowledges they have carefully read and fully understand the provisions of the Transfer Agreement, including the release of claims. They must also acknowledge that their release of such claims is knowing and voluntary, and that they have had a reasonable opportunity to consult with an attorney before executing the Transfer Agreement. This is to ensure that the transferor is fully aware of the implications of releasing Belocal from any potential claims.
There is an exception for transfers in Washington state, where the release does not apply to claims arising under the Washington Franchise Investment Protection Act. Additionally, the Franchisee acknowledges that the agreement serves as a complete defense against any claim released under the terms of the agreement and consents to a temporary or permanent injunction to end the assertion of any such claim.