What is the effect of the release provided by the Byrider franchisee?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
Release.
Franchisee, on behalf of itself and its respective current and former parents, affiliates, and subsidiaries, and their respective agents, spouses, heirs, principals, attorneys, owners, officers, directors, representatives, predecessors, successors, and assigns (the "Releasing Parties"), do hereby absolutely and irrevocably release and discharge the Company and its parents, subsidiaries, and affiliates, and their respective current and former owners, officers, directors, employees, managers, agents, representatives, predecessors, successors, and assigns (the "Company Parties"), of and from any and all claims, obligations, debts, proceedings, demands, causes of actions, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature whatsoever (collectively, "Claims"), whether known or unknown, suspected or unsuspected, at law or in equity, which any of them has, had or may have, from the beginning of time to the date hereof, including, without limitation, those arising out of or relating in any way to the Franchise Agreement or any other agreement between Franchisee or any of the other Releasing Parties and the Company or any of the Company Parties.
Franchisee, on behalf of itself and on behalf of the other Releasing Parties, further covenant not to sue any of the Company Parties on any of the Claims released by this paragraph, and warrant and represent that they have not assigned or otherwise transferred any Claims released by this paragraph.
IF FRANCHISEE'S BUSINESS IS LOCATED IN CALIFORNIA, OR IF FRANCHISEE IS A RESIDENT OF CALIFORNIA, THE FOLLOWING SHALL APPLY:
SECTION 1542 ACKNOWLEDGMENT. IT IS FRANCHISEE'S INTENTION, ON ITS OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, IN EXECUTING THIS RELEASE THAT THIS INSTRUMENT BE AND IS A GENERAL RELEASE WHICH SHALL BE EFFECTIVE AS A BAR TO EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION RELEASED BY FRANCHISEE OR THE RELEASING PARTIES. FRANCHISEE RECOGNIZES THAT IT OR THE RELEASING PARTIES MAY HAVE SOME CLAIM, DEMAND, OR CAUSE OF ACTION AGAINST THE COMPANY PARTIES OF WHICH FRANCHISEE IS TOTALLY UNAWARE AND UNSUSPECTING, WHICH IT IS GIVING UP BY EXECUTING THIS RELEASE. IT IS FRANCHISEE'S INTENTION, ON ITS OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, IN EXECUTING THIS INSTRUMENT THAT IT WILL DEPRIVE FRANCHISEE OF EACH SUCH CLAIM, DEMAND, OR CAUSE OF ACTION AND PREVENT FRANCHISEE FROM ASSERTING IT AGAINST THE COMPANY PARTIES. IN FURTHERANCE OF THIS INTENTION, FRANCHISEE, ON ITS OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, EXPRESSLY WAIVE ANY RIGHTS OR BENEFITS CONFERRED BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
FRANCHISEE ACKNOWLEDGES AND REPRESENTS THAT IT HAS CONSULTED WITH LEGAL COUNSEL BEFORE EXECUTING THIS RELEASE AND THAT FRANCHISEE UNDERSTANDS ITS MEANING, INCLUDING THE EFFECT OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND EXPRESSLY CONSENTS THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH AND ALL OF ITS EXPRESS TERMS AND PROVISIONS, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO THE RELEASE OF UNKNOWN AND UNSUSPECTED CLAIMS, DEMANDS, AND CAUSES OF ACTION.
Any general release provided for hereunder shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
Source: Item 22 — Contracts (FDD pages 87–88)
What This Means (2025 FDD)
According to Byrider's 2025 Franchise Disclosure Document, the franchisee provides a release that discharges Byrider and its related parties from all claims, obligations, debts, proceedings, demands, causes of actions, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature. This release covers both known and unknown claims that the franchisee or related parties may have against Byrider or its related parties, from the beginning of time up to the date of the release. The franchisee also agrees not to sue Byrider on any of the released claims and confirms that they have not transferred any of these claims to someone else.
For franchisees located in California, or who are residents of California, the release includes a waiver of rights under Section 1542 of the California Civil Code. This section normally protects the releasing party from unknowingly giving up claims they are unaware of at the time of signing the release. By waiving this section, the franchisee gives up the right to assert any claims, even those unknown or unsuspected, against Byrider. The franchisee acknowledges they have consulted with legal counsel and understand the implications of this waiver.
However, any general release provided does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. This means that the franchisee's rights and Byrider's obligations under Maryland franchise law are not affected by the general release. This ensures that franchisees in Maryland retain their protections under state franchise laws, regardless of the release provided.
In summary, the release is broad, covering nearly all possible claims against Byrider, including unknown ones for California franchisees, but it specifically excludes liabilities arising under Maryland franchise law, ensuring some level of protection for franchisees in that state. Prospective franchisees should carefully review this release with their legal counsel to fully understand its implications before signing the franchise agreement.