What is the relationship between the Belocal Franchise Agreement and the claims released by the Transferor?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
Attachment E attached hereto, and that each person listed in that table will sign the Principals' Undertaking attached hereto as Schedule 1.
- Release. Assignor, for itself and on behalf of its guarantors, predecessors, parents, affiliates, subsidiaries, shareholders, members, partners, officers, directors, managers, employees, agents, representatives, attorneys, accountants, heirs, executors, administrators, family members, successors, and assigns, and all other persons acting on their behalf or claiming under them ("Assignor Releasing Parties"), hereby release, acquit, and forever discharge Franchisor, Franchisor's predecessors, parents, subsidiaries, and affiliates, and their present and former 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, and all persons acting by, through, under or in concert with any of them ("Released Parties"), from all claims and damages whether known or unknown, which Assignor Releasing parties, or any of them, have, had, or claim to have against Released Parties, or any of them, including but not limited to claims arising out of or relating to the performance or non-performance of the Franchise Agreement or the relationships created thereby, this Agreement, and/or any other agreement between Assignor, Assignor's Principals, and/or entity owned in whole or in part by Assignor or Assignor's Principals on the one hand and Franchisor and/or any of its affiliates on the other hand. Excepted from this release are any contractual obligations under this Agreement, which remain in full force and effect.
[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.]
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the Transferor, along with its principals and related parties, releases Belocal from all claims and damages, whether known or unknown, that they have or claim to have against Belocal. This release includes claims arising from the Franchise Agreement, its performance or non-performance, and any other agreements between the Transferor and Belocal. However, any contractual obligations under the Transfer Agreement remain in effect.
Specifically, the Transferor acknowledges that they have carefully read and fully understand the release provisions in the Transfer Agreement and that their release of claims is knowing and voluntary. Belocal advises the Transferor to consult with an attorney before executing the Transfer Agreement, and the Transferor represents that they do not rely on any representations or statements made by Belocal or its representatives regarding the agreement.
In essence, the Transferor is assuming the risk of any unknown or unanticipated claims and agrees that the release applies to them. This comprehensive release is a condition of the franchise transfer, ensuring that Belocal is free from potential liabilities related to the previous franchisee's operation of the Belocal franchise, with the exception of claims arising under the Washington Franchise Investment Protection Act for transfers in Washington.