Under what condition related to transferring rights or renewing/transferring the franchise is a general release required for Brueggers Bagels, and is it always enforceable?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
uptcy laws; or (c) was a principal officer of a company or general partner of a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or any foreign bankruptcy laws, or that obtained a discharge of its debts under the U.S. Bankruptcy Code or any foreign bankruptcy laws during or within one year after the officer or general partner of EBF held this position in the company or partnership.
Item 5, Additional Disclosure.
We use the initial franchise fee to defray our costs of offering franchises and assisting franchisees to start business. A portion of the initial franchise fee may be profit to us.
Item 17, Revised Disclosures.
1. In the Item 17 Tables, the following sentence is added to item "d":
You may also terminate the Franchise Agreement or Development Agreement on any grounds available by law.
2. In the Item 17 Tables, the following sentence is added to item "j":
However, no assignment will be made by BFC except to an assignee who, in BFC's good faith judgment, is willing and able to assume BFC's obligations under the Franchise Agreement or Development Agreement.
3. In the Item 17 Tables, the following sentence is added to item "w":
The foregoing choice of law should not be considered a waiver of any right conferred upon you by the General Business Law of the State of New York, Article 33.
Item 17, Additional Disclosures.
The New York General Business Law, Article 33, Sections 680 through 695 may supersede any provision of the Franchise Agreement or Development Agreement inconsistent with that law.
You must sign a general release when you sign a Franchise Agreement to exercise development rights, when you transfer area development rights, or when you renew or transfer a franchise. This provision may not be enforceable under New York law.
NEW YORK ADDENDUM TO THE FRANCHISE AGREEMENT
In recognition of the requirements of the New York General Business Law, Article 33, Sections 680 through 695, and of the regulations promulgated thereunder (N.Y. Comp. Code R. & Regs., tit. 13, §§ 200.1 through 201.16), the parties agree to modify the Franchise Agreement as follows:
- 1. Any provision in the Franchise Agreement that is inconsistent with the New York General Business Law, Article 33, Sections 680 – 695 may not be enforceable.
- 2. Releases. Section 3.2 and Section 15.5 are each amended to add the following:
The foregoing release of claims does not release any claim you may have under New York General Business Law, Article 33, Sections 680-695.
3. Assignment by BFC.
Source: Item 23 — RECEIPTS (FDD pages 61–335)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, a franchisee is required to sign a general release under specific conditions related to their franchise agreement. These conditions include when a franchisee signs a Franchise Agreement to exercise development rights, when they transfer area development rights, or when they renew or transfer a franchise. This means that as a condition of exercising certain rights or making changes to their franchise agreement, Brueggers Bagels requires franchisees to release the company from potential liabilities.
However, the enforceability of this general release is not absolute and can vary depending on the jurisdiction. For instance, the FDD states that this provision may not be enforceable under New York law. Similarly, in California, these provisions may not be enforceable, particularly concerning a waiver of rights under the California Franchise Investment Law or the California Franchise Relations Act. In Maryland, the release will not apply to any liability under the Maryland Franchise Registration and Disclosure Law. In Washington, a release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel.
This means that while Brueggers Bagels includes a general release requirement in its franchise agreements, franchisees should be aware that the enforceability of such releases can be limited or voided by state laws designed to protect franchisees. Prospective franchisees should consult with legal counsel to understand the specific implications of these release requirements in their state and to ensure they are fully aware of their rights and obligations before signing any agreements.