For Brightstar Care, is the waiver of claims considered an essential term of the agreement?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
14. Release and Settlement of Claims.
- A. Assignor and each of their respective heirs, successors, assigns, affiliates, shareholders, directors, employees, and agents, and on behalf of any other party claiming an interest through them (collectively and individually referred to as the "Assignor Parties" for purposes of Sections 14, 15 and 16 below), release and forever discharge us, our predecessors, successors, affiliates, directors, officers, shareholders, agents, employees and assigns (collectively and individually referred to as the "Franchisor Parties" for purposes of Sections 14, 15 and 16) and BrightStar Care Franchisees (Franchisor Parties and BrightStar Care Franchisees are collectively referred to as "BrightStar Parties" for purposes of Section 14, 15, and 16) of and from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action, whether known or unknown, vested or contingent, which Assignor Parties may now or in the future own or hold, that in any way relate to the Old Franchise Agreement, any other agreement between Assignor and Franchisor or the BrightStar Parties, the Franchised Business, or the relationship between Assignor and Franchisor or the BrightStar Parties through the Hard Closing Date (collectively, "Claims"), for known or unknown damages or other losses including, but not limited to, any alleged violations of any deceptive or unfair trade practices laws, franchise laws, or other local, municipal, state, federal, or other laws, statutes, rules or regulations, and any alleged violations of the Old Franchise Agreement or any other agreement between Assignor and Franchisor or the BrightStar Parties through and including the Execution Date.
- B. Except as noted herein, the Franchisor Parties hereby release the Assignor Parties from any Claims subject to Assignor's compliance with the terms and conditions of this Agreement (the "Franchisor Claims" for purposes of this Section 14 and 15).
Source: Item 23 — RECEIPTS (FDD pages 118–387)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, the franchise agreement includes a release and settlement of claims section. This section stipulates that the 'Assignor Parties' (which include the assignor and their heirs, successors, affiliates, etc.) release and forever discharge the 'Franchisor Parties' (BrightStar Care, its predecessors, successors, affiliates, etc.) from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions, and causes of action. These claims encompass both known and unknown issues, vested or contingent, that relate in any way to the Old Franchise Agreement, any other agreement between the assignor and franchisor, the franchised business, or the relationship between the assignor and franchisor. This release extends through the Hard Closing Date.
The claims covered include, but are not limited to, alleged violations of deceptive or unfair trade practices laws, franchise laws, or other local, municipal, state, federal, or other laws, statutes, rules, or regulations. It also includes any alleged violations of the Old Franchise Agreement or any other agreement between the assignor and franchisor through and including the Execution Date. This comprehensive release is a standard legal protection for the franchisor, Brightstar Care, ensuring that once the agreement is settled, no further claims can arise from the franchisee's past operation or relationship.
Conversely, the Franchisor Parties also release the Assignor Parties from any claims, subject to the assignor's compliance with the terms and conditions of the agreement. This mutual release is contingent upon the assignor's adherence to the agreement's terms. The inclusion of this clause suggests that it is an essential term, as it defines the scope of liabilities and responsibilities each party is willing to forego to finalize the agreement. Franchisees should carefully review this section with legal counsel to understand the full implications of releasing all potential claims, especially those that are currently unknown.