Does the release provided by the franchisee and guarantors to Bumper Man 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.
- 7. This Release of Claims 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).
Source: Item 22 — CONTRACTS (FDD page 45)
What This Means (2025 FDD)
According to the 2025 Bumper Man FDD, the release provided by the franchisee and guarantors to Bumper Man does cover unknown claims. The Franchisee and Guarantors release Bumper Man from all claims, demands, liabilities, and causes of action, whether known or unknown, vested or contingent, suspected or unsuspected. This release extends to claims arising under federal, state, and local laws, as well as claims for contribution, indemnity, and subrogation. It also covers claims arising out of or relating to the Franchise Agreement and other agreements between the Franchisee, any Guarantor, and Bumper Man, related to any act, omission, or event occurring on or before the date of the release, unless prohibited by applicable law.
The FDD highlights that the Franchisee and Guarantors understand that the facts related to the release may change or be different from what they currently know or believe. Despite this, they accept and assume the risk of such differences and agree that the release will remain effective in all respects. This means that even if new information comes to light that could have affected their decision to grant the release, they are still bound by its terms.
However, the FDD also includes an acknowledgment for California franchisees regarding Section 1542 of the California Civil Code, which states that a general release does not extend to claims that the releasing party does not know or suspect to exist, and that if known, would have materially affected their settlement. This acknowledgment suggests that California franchisees may have some protection against releasing unknown claims, depending on the specific circumstances and applicable law. Additionally, the state addenda included as Exhibit I to the FDD specifies that for franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, no statement or acknowledgment shall waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Bumper Man or its representatives.