When transferring a Bojangles franchise, is the transferor required to execute a general release of claims against Bojangles?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
RELEASE
("Prior Franchisee") hereby releases BOJANGLES OPCO, LLC ("Franchisor") together with its affiliates, officers, directors, shareholders, members, employees and partners, in their corporate and individual capacities, from any and all claims arising under federal, state and local laws, rules, regulations and ordinances and from any and all obligations under or related to the Franchise Agreement and Addendum dated by and between Prior Franchisee and Franchisor (the "Franchise Agreement"), whenever and however arising. Prior Franchisee further agrees to remain liable to Franchisor for all affirmative obligations, covenants, and agreements contained in the Franchise Agreement for two (2) years following the effective date of transfer (or, if transferor retains a purchase money interest in the transferred business, for a period greater than two (2) years, until the interest is extinguished) or for such shorter period as Franchisor may, in its sole discretion, determine. Prior Franchisee agrees to remain liable for three (3) years from the effective date of transfer for those obligations set forth in Paragraph VIII., IX, and X[Verify paragraph references] of the Franchise Agreement. This Release is given in consideration for the consent of Franchisor to the transfer of Prior Franchisee's rights under the Franchise Agreement. This Release sets forth the entire agreement of the parties hereto with respect to the matters herein and all other agreements of the parties, whether oral or written, are superseded hereby. This Release shall inure to the benefit of and be binding in all respects on each party hereto, its successors, assigns, affiliates, officers, directors, shareholders, members, employees and partners. Dated: Dated: [PRIOR FRANCHISEE] BOJANGLES OPCO, LLC [WE MAY USE THIS FORM OR SIMILAR VERSIONS OF THIS FORM IN DIFFERENT TRANSACTIONS]
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to the 2025 Bojangles FDD, a prior franchisee is required to release Bojangles Opco, LLC, along with its affiliates, officers, directors, shareholders, members, employees, and partners, from any and all claims arising under federal, state, and local laws, rules, regulations, and ordinances. This release also covers any and all obligations under or related to the Franchise Agreement.
The prior franchisee agrees to remain liable to Bojangles for all affirmative obligations, covenants, and agreements contained in the Franchise Agreement for two years following the effective date of transfer. If the transferor retains a purchase money interest in the transferred business, this liability extends until the interest is extinguished, potentially longer than two years. The prior franchisee remains liable for three years from the effective date of transfer for obligations set forth in Paragraph VIII., IX, and X of the Franchise Agreement.
This release is a condition for Bojangles' consent to the transfer of the franchisee's rights under the Franchise Agreement. The release constitutes the entire agreement between the parties regarding these matters, superseding all other agreements, whether oral or written. The release benefits and binds each party, including their successors, assigns, affiliates, officers, directors, shareholders, members, employees, and partners.
However, the FDD also notes that North Dakota franchisees are not required to execute a general release of claims as a condition of transfer.