Does the Bumper Man General Release cover unknown claims?
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 Bumper Man's 2025 Franchise Disclosure Document, the General Release executed by the franchisee and guarantors includes a release of claims, demands, liabilities, and causes of action, whether known or unknown, vested or contingent, suspected or unsuspected. This means that the franchisee is giving up any right to sue Bumper Man for anything that has happened up to the date of the release, even if the franchisee is not aware of the basis for the claim at the time of signing the release. This broad release extends to claims arising under federal, state, and local laws, as well as claims related to the Franchise Agreement.
The document also acknowledges the risk of changed facts, stating that the franchisee and guarantors understand that the facts may turn out to be different from what they currently know or believe to be true. Despite this possibility, they agree that the release will remain effective and not subject to termination or rescission. This provision emphasizes that the franchisee is assuming the risk that new information may emerge that could have affected their decision to grant the release.
However, there is an exception for California franchisees. The FDD includes an acknowledgment of California Civil Code Section 1542, which states that a general release does not extend to claims that the releasing party does not know or suspect to exist at the time of executing the release, and that if known, would have materially affected their settlement. This means that California franchisees may have some protection against releasing unknown claims, depending on the specific circumstances and the materiality of the unknown claims. The Release of Claims also does not apply to claims arising under the Franchise Investment Protection Act, chapter 19.100 RCW, or the rules adopted thereunder in accordance with RCW 19.100.220(2).
For prospective Bumper Man franchisees, it is crucial to carefully review the General Release and understand the implications of releasing both known and unknown claims. Franchisees should seek legal counsel to fully understand their rights and obligations before signing any release, especially in light of the risk of changed facts and the specific provisions applicable to California franchisees. Franchisees should also be aware of the claims that are not released under the agreement.