Does the Bumper Man General Release cover claims arising under state laws?
Bumper_Man Franchise · 2025 FDDAnswer from 2025 FDD Document
t") between Franchisee and Bumper Man, Inc. ("Franchisor"). | |
- 1. Release by Franchisee and Guarantors. Franchisee and Guarantors, on behalf of themselves and their successors, heirs, personal representatives, executors, administrators, personal representatives, agents, contractors, assigns, partners, shareholders, members, directors, officers, members, principals, employees, parents, subsidiaries, and affiliated entities, (collectively "Releasors") freely and without any influence forever release Franchisor, its parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities (collectively, the "Released Parties"), from any and all claims, demands, liabilities and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, suspected or unsuspected (collectively "Claims"), that Releasors ever owned or held, now own or hold or may in the future own or hold, including, without limitation, claims arising under federal, state and local laws, rules and ordinances, claims for contribution, indemnity and/or subrogation, and claims arising out of, or relating to the Franchise Agreement and all other agreements between Franchisee and/or any Guarantor and any Released Parties, arising out of, or relating to any act, omission or event occurring on or before the date of this Release, unless prohibited by applicable law.
- 2. Risk of Changed Facts. Franchisee and Guarantors understand that the facts in respect of which the Release in Section 1 above is given may turn out to be different from the facts now known or believed by them to be true. Franchisee and Guarantors hereby accept and assume the risk of the facts turning out to be different and agree that the Release shall nevertheless be effective in all respects and not subject to termination or rescission by virtue of any such difference in facts.
- 3. No Prior Assignment. Franchisee and Guarantors represent and warrant that the Releasors are the sole owners of all Claims and rights released hereunder and that Releasors have not assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim released under Section 1 above.
- 4. Covenant Not to Sue. Franchisee and Guarantors, on behalf of themselves and Releasors, covenant 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 person or entity released under Section 1 above with respect to any Claim released under Section 1 above.
- 5. Complete Defense. Franchisee and Guarantors: (i) acknowledge that this Release shall be a complete defense to any Claim released under Section 1 above; and (ii) consent to the entry of a temporary or permanent injunction to prevent or end the assertion of any such Claim.
- 6. Successors and Assigns. This Release will inure to the benefit of and bind the successor, assigns, heirs and personal representatives of Franchisor and each Releasor.
Source: Item 22 — CONTRACTS (FDD page 45)
What This Means (2025 FDD)
According to the 2025 Bumper Man FDD, the General Release executed by the franchisee and any guarantors does include claims arising under state laws. The release covers a broad range of claims, encompassing those arising under federal, state, and local laws, rules, and ordinances. This release is a condition for the transfer or renewal of the Franchise Agreement.
However, there are exceptions and limitations to this general release. For franchisees in California, the release acknowledges Section 1542 of the California Civil Code, which states that a general release does not extend to claims that the releasing party is unaware of and that would have materially affected their settlement if known. Additionally, for franchisees subject to franchise registration/disclosure laws in certain states like California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, no statement can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Bumper Man.
Furthermore, the FDD includes state-specific addenda that may provide additional protections or limitations regarding the release of claims. For example, in Maryland, any provision requiring a general release does not release claims under the Maryland Franchise Registration and Disclosure Law, and franchisees can bring lawsuits in Maryland for claims arising under this law. Prospective franchisees should carefully review these state-specific provisions and consult with legal counsel to understand the full scope and implications of the General Release in their specific jurisdiction.
In summary, while the Bumper Man General Release broadly covers claims under state laws, franchisees should be aware of the exceptions and limitations, particularly those related to specific state laws and the acknowledgment of unknown claims. It is crucial to review the entire Item 22 and any state-specific addenda in the FDD, and to seek legal advice to fully understand the implications of signing such a release.