Does the Better Blend release agreement specify any geographic limitations on the claims being released?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
This General Release ("Release") is executed by the undersigned ("Releasor") in favor of Better Blend Franchising, LLC, an Ohio limited liability company ("BBF").
Background Statement: [describe circumstances of Release]
Releasor agrees as follows:
- **1.
Release.** Releasor (on behalf of itself and its parents, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, managers, members, partners, agents, and employees (collectively, the "Releasing Parties")) hereby releases BBF, its affiliates, and their respective directors, officers, shareholders, employees, franchise sellers, and agents (collectively, the "Released Parties") from any and all claims, causes of action, suits, debts, agreements, promises, demands, liabilities, contractual rights and/or obligations, of whatever nature, known or unknown, which any Releasing Party now has or ever had against any Released Party based upon and/or arising out of events that occurred through the date hereof, including without limitation, anything arising out of the Franchise Agreement (collectively, "Claims").
- **2.
Covenant Not to Sue.** Releasor (on behalf of all Releasing Parties) covenants not to initiate, prosecute, encourage, assist, or (except as required by law) participate in any civil, criminal, or administrative proceeding or investigation in any court, agency, or other forum, either affirmatively or by way of cross-claim, defense, or counterclaim, against any Released Party with respect to any Claim.
Source: Item 23 — RECEIPTS (FDD pages 43–157)
What This Means (2024 FDD)
According to Better Blend's 2024 Franchise Disclosure Document, the general release agreement does not specify any geographic limitations on the claims being released. The release agreement states that the Releasor releases Better Blend from any and all claims, causes of action, suits, debts, agreements, promises, demands, liabilities, contractual rights and/or obligations, of whatever nature, known or unknown, which any Releasing Party now has or ever had against any Released Party based upon and/or arising out of events that occurred through the date hereof, including without limitation, anything arising out of the Franchise Agreement.
This means that the release covers all claims, regardless of where they originated. The agreement also includes a covenant not to sue, preventing the Releasor from initiating any legal actions against Better Blend related to these claims in any forum.
However, it is important to note that the Minnesota Addendum to the Disclosure Document states that Minnesota Rules 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general release. Therefore, if a Better Blend franchise is located in Minnesota, this general release may not be enforceable. Additionally, the North Dakota Addendum states that the Securities Commissioner has held general releases to be unfair, unjust, or inequitable to North Dakota franchisees.