Does the Bombs Away General Release cover claims arising out of the Franchise Agreement?
Bombs_Away Franchise · 2024 FDDAnswer from 2024 FDD Document
This General Release ("Release") is executed by the undersigned ("Releasor") in favor of Bombs Away Franchising, LLC, a Wyoming Limited Liability Company ("Bombs Away Franchising").
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 Bombs Away Franchising, its affiliates, and their respective directors, officers, shareholders, employees, 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.
- **3.
Representations and Acknowledgments.** Releasor represents and warrants that: (i) Releasor is the sole owner of all Claims, and that no Releasing Party has assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim; (ii) Releasor has full power and authority to sign this Release; and (iii) this Release has been voluntarily and knowingly signed after Releasor has had the opportunity to consult with counsel of Releasor's choice.
Releasor acknowledges that the release in Section 1 is a complete defense to any Claim.
- **4.
Source: Item 22 — CONTRACTS (FDD pages 35–36)
What This Means (2024 FDD)
According to Bombs Away's 2024 Franchise Disclosure Document, the General Release does cover claims arising out of the Franchise Agreement. The Release states that the franchisee, referred to as the 'Releasor,' releases Bombs Away Franchising 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 by signing the General Release, a Bombs Away franchisee waives their right to sue Bombs Away Franchising for any reason related to the Franchise Agreement, up to the date the release is signed. This includes waiving rights to claims even if they are unknown at the time of signing the release. Bombs Away may require a general release in circumstances such as a renewal of your franchise or as a condition of their approval of a sale of your franchise.
The franchisee also agrees to a 'Covenant Not to Sue,' preventing them from initiating or participating in any legal proceedings against Bombs Away Franchising regarding any released claim. The franchisee acknowledges that the release serves as a complete defense against any claim. However, the release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
It is important for a prospective Bombs Away franchisee to fully understand the implications of signing a General Release and to seek legal counsel before doing so. Franchisees should carefully consider what rights they may be giving up and whether the circumstances warrant signing such a release. This is especially important if there are ongoing disputes or concerns about Bombs Away's compliance with the Franchise Agreement.