What is the scope of the release provided by the Belocal Franchisor to the Transferor Parties?
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, the Transferor and each Transferor Principal provides a release to the Franchisor. This release covers the Franchisor, its predecessors, parents, subsidiaries, and affiliates, along with their respective officers, directors, shareholders, partners, managers, members, agents, representatives, independent contractors, servants, employees, attorneys, accountants, guarantors, successors, and assigns. The release extends to both their corporate and individual capacities, past and present, and all persons acting by, through, under, or in concert with any of them.
The scope of this release includes 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. This encompasses both known and unknown claims, suspected or unsuspected, fixed or contingent, that the Transferor Parties may have against the Franchisor Releasees. These claims include those arising out of or relating to the Franchise Agreement, the relationships created by it, any other agreement between any Franchisor Releasee and any Releasing Party, and the offer or sale of the N2 publication franchise opportunity.
Notably, for transfers occurring in Washington state only, this release does not apply to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and its associated rules. Additionally, the document highlights that by signing the Transfer Agreement, all parties acknowledge they have carefully read and fully understand the release provisions, confirming that their release of claims is knowing and voluntary. The Transferor and each Transferor Principal also acknowledge they had the opportunity to consult with an attorney before executing the Transfer Agreement and that their execution is voluntary.