Who is released from liability under the General Release in the Big Apple Bagels FDD?
Big_Apple_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
EXHIBIT L TO FRANCHISE DISCLOSURE DOCUMENT GENERAL RELEASE
(to be signed upon renewal or assignment of the franchise)
In consideration of the consent by BAB Systems, Inc. ("Franchisor") to the assignment by ("Franchisee") of Franchisee's franchise rights under the Franchise Agreement dated to ("Assignee"), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby forever release, discharge and hold Franchisor, and Franchisee's Guarantors its officers, agents, employees, shareholders, guarantors, successors, and assigns, on behalf of themselves, their heirs, executors, administrators, officers, agents, employees, shareholders, guarantors, successors and assigns, harmless from and against any and all claims, causes of action, demands, damages, costs, suits, obligations, negligence, misrepresentations, omissions, and fraud, whatsoever, in law or in equity, arising out of any relationship with one another whether contractual, or otherwise which they now have, for, upon, or by reason of any matter, cause or thing whatsoever, at any time prior to the date of this General Release, which release is not limited to claims relating to the franchise agreement being assigned by the Franchisee. counsel and is executing this general release This general release extends to any and all claims, known or unknown, the existence of which Franchisee may not know or suspect as of the date of executing this document, it being Franchisee's understanding and intent that Franchisee is releasing Franchisor from any and all liability to Franchisee. Further, Franchisee has had an opportunity to seek advice from legal with full knowledge of its legal effect. FRANCHISEE'S GUARANTORS: WITNESS: R:\59000s\59000 - 59099\59039 BAB Bagels\2025 Franchise Filings General\BAB FDD2025.001 multistate marked up by CKT 02 04 2025.docx
Source: Item 22 — CONTRACTS (FDD pages 86–87)
What This Means (2025 FDD)
According to Big Apple Bagels' 2025 Franchise Disclosure Document, Exhibit L outlines the General Release to be signed upon renewal or assignment of the franchise. This release, as detailed in the exhibit, stipulates that BAB Systems, Inc. (the Franchisor), along with the Franchisee's Guarantors, its officers, agents, employees, shareholders, guarantors, successors, and assigns, are released from liability. This release applies on behalf of themselves, their heirs, executors, administrators, officers, agents, employees, shareholders, guarantors, successors, and assigns.
In practical terms, this means that when a Big Apple Bagels franchisee renews their franchise agreement or transfers it to a new owner, they are required to sign a document that releases the franchisor and related parties from any and all claims, causes of action, demands, damages, costs, suits, obligations, negligence, misrepresentations, omissions, and fraud. This release covers any issues that may have arisen from their relationship, whether contractual or otherwise, up to the date of the General Release. The release extends to both known and unknown claims, ensuring that the franchisor is protected from potential future legal actions by the franchisee.
It is important for prospective Big Apple Bagels franchisees to understand the scope of this General Release. By signing it, they are waiving their right to sue the franchisor for any past issues, even those they may not be aware of at the time of signing. The document explicitly states that the franchisee has the opportunity to seek legal advice and is executing the release with full knowledge of its legal effect. This underscores the importance of carefully reviewing the release with an attorney before signing, to fully understand the rights being waived.
However, it's important to note that the addendum to the Franchise Disclosure Document for the state of Maryland states that the general release required as a condition of renewal and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Additionally, Minnesota law prohibits franchisors from requiring its franchisees to prospectively assent to a release that purports to relieve any person from liability.