What specific document's representations are excluded from the general release for a Brueggers Bagels franchise?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Release by Franchisee and Guarantors. Franchisee (if Franchisee is an entity, on behalf of itself and its parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities and, if Franchisee is an individual, on behalf of himself/herself and his/her heirs, representatives, successors and assigns) (collectively, "Releasors") and Guarantors hereby release and forever discharge Franchisor, its predecessors, parents, subsidiaries, and affiliates and their respective officers, directors, shareholders, employees, successors, and assigns, past and present, from any claims, debts, liabilities, demands, obligations, actions, and causes of action, known or unknown, vested or contingent, which any of them may have ever had, now has, or may hereafter have by reason of any event, transaction, or circumstance arising out of or relating to the Franchise Agreement, the Development Agreement or the relationship of the parties thereto (collectively, "Claims") unless prohibited by applicable law, but excluding claims based on any representation made by Franchisor in the most recent Franchise Disclosure Document (including its exhibits and amendments) that Franchisor delivered to Franchisee or its representative in connection with the offer and sale of the Franchise Agreement or Development Agreement.
[For California franchisees, add: Each of the Releasors and Guarantors expressly waive and relinquish all rights and benefits which they may now have or in the future have under and by virtue of California Civil Code Section 1542. The Releasors and Guarantors do so understanding the significance and consequence of such specific waiver. Section 1542 provides that "[a] general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." For the purpose of implementing a general release and discharge as described herein, the Releasors and Guarantors expressly acknowledge that this agreement is intended to include in its effect, without limitation, all claims which the Releasors and Guarantors do not know or suspect to exist in their favor at the time of execution hereof, and that this agreement contemplates the extinguishment of any such claims.]
Source: Item 23 — RECEIPTS (FDD pages 61–335)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, the general release signed by the franchisee and any guarantors does not include claims based on any representation made by Brueggers Bagels in the most recent Franchise Disclosure Document. This exclusion specifically covers the FDD, including its exhibits and amendments, that Brueggers Bagels delivered to the franchisee or their representative during the offer and sale of the Franchise Agreement or Development Agreement.
In practical terms, this means that while a franchisee generally releases Brueggers Bagels from most claims related to the franchise agreement, they retain the right to bring claims based on misrepresentations made within the FDD itself. This is a crucial protection for franchisees, as the FDD is the primary document containing information about the franchise opportunity upon which they base their investment decision.
However, franchisees should be aware of the specific scope of this exclusion. It only applies to representations made in the FDD and its associated documents. Other statements or promises made outside of the FDD might still be subject to the general release. Additionally, franchisees in California must expressly waive their rights under California Civil Code Section 1542, acknowledging they are relinquishing claims they may not even be aware of at the time of signing the release.
This type of clause is fairly standard in franchise agreements, as it aims to balance the franchisor's need to resolve potential disputes with the franchisee's right to rely on the information provided in the FDD. Prospective Brueggers Bagels franchisees should carefully review the FDD and any related agreements with their legal counsel to fully understand the implications of the general release and the exceptions to it.