Who must the general release be in favor of for a Canine Dimensions franchise transfer?
Canine_Dimensions Franchise · 2025 FDDAnswer from 2025 FDD Document
In consideration of the mutual covenants and conditions contained in this Mutual General Release and in the Franchise Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged by each of the parties, the parties agree as follows:
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- Canine Dimensions and Franchisee do hereby mutually release and forever discharge each other and each other's heirs, successors, representatives, assigns, agents, employees, officers, and directors ("Designees"), and each of them, of and from any claims, debts, liabilities, demands, obligations, costs, expenses, actions, and causes of action of every nature, character, and description known or unknown, vested or contingent, which each party now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold against the other party hereto, arising prior to and including the date of this Mutual General Release Agreement; provided, however, that this release shall exclude claims arising from assertion of any continuing rights reserved in this Mutual General Release Agreement.
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- This release shall not apply to any claims which the Franchisee may have arising under (a) the California Franchise Investment Law or the California Franchise Relations Act; (b) the Hawaii Franchise Investment Law; (c) the Maryland Franchise Registration and Disclosure Law; (d) the Minnesota Franchise Act; (e) the New York Franchise Investment Law; (f) the North Dakota Franchise Investment Law; or (g) the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder. This release shall exclude claims arising from Franchisee's failure to pay any amounts due Canine Dimensions in the ordinary course of business. The parties expressly agree that this Mutual General Release Agreement will not apply to any claims Canine Dimensions may have under any Promissory Notes ancillary to the Franchise Agreement, or that pertain to other payment arrangements that the parties may have agreed upon.
- Waiver of California Civil Code Section 1542. Franchisee, for itself and its affiliates, parents, subsidiaries, divisions, partners, owners, shareholders, members, trustees, receivers, executors, representatives, administrators, and the respective officers, directors, agents, managers, principals, members, employees, insurers, successors, assigns, representatives and attorneys of each of them ("Constituents"), acknowledges that it is familiar with Section 1542 of the California Civil Code, which reads as follows:
Source: Item 22 — CONTRACTS (FDD page 36)
What This Means (2025 FDD)
According to Canine Dimensions' 2025 Franchise Disclosure Document, both Canine Dimensions and the franchisee must release each other, along with their respective heirs, successors, representatives, assigns, agents, employees, officers, and directors, referred to as "Designees." This mutual release covers any claims, debts, liabilities, demands, obligations, costs, expenses, actions, and causes of action that either party has against the other up to the date of the Mutual General Release Agreement.
This means that when a Canine Dimensions franchisee transfers their franchise, they must sign a general release that absolves Canine Dimensions and its affiliates from any past or present claims, except for specific exclusions. Similarly, Canine Dimensions releases the franchisee from any potential claims. This ensures a clean break and prevents future legal disputes related to the franchise agreement.
However, the release does not extend to claims arising from certain franchise investment laws, such as those in California, Hawaii, Maryland, Minnesota, New York, North Dakota, and Washington. Additionally, the release excludes claims related to the franchisee's failure to pay amounts due to Canine Dimensions in the ordinary course of business, as well as any claims Canine Dimensions may have under promissory notes or other payment arrangements. This ensures that certain statutory rights and financial obligations are not waived by the general release.
The Mutual General Release Agreement also includes a waiver of California Civil Code Section 1542, which pertains to unknown claims. This means that the franchisee is releasing claims they may not even be aware of at the time of signing the release, assuming the risk that facts may turn out to be different from what they currently believe. This is a significant legal consideration, and prospective franchisees should carefully review this provision with legal counsel to understand its implications fully.