Who is included in the definition of 'CJR Releasees' that the Developer is releasing from claims in the Carls franchise agreement?
Carls Franchise · 2024 FDDAnswer from 2024 FDD Document
Except as set forth at the end of this Section 11, Developer (on behalf of itself and its parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities) and all individuals who execute this Agreement (each a "Releasor" and collectively, "Releasors"), freely and without any influence forever release and covenant not to sue CJR, its parents, subsidiaries, affiliates, predecessors and successors and their respective past and present officers, directors, managers, shareholders, members, agents and employees, in their corporate and individual capacities (collectively, "CJR Releasees"), 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"), which any Releasor now owns or holds or may in the future own or hold based on, arising out of or relating to, in whole or in part, any fact, event, conduct or omission occurring on or before the date of this Agreement, 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 this Agreement and all other agreements between any Releasor and any CJR Releasee, the sale of a franchise to any Releasor, the development of any Franchised Restaurant and the development and operation of all other restaurants operated by any Releasor that are or were franchised by CJR or its parents, subsidiaries, affiliates or predecessors.
This release does not include a release of claims arising from representations in the Carl Jr.'s Franchise Disclosure Document provided to Developer in connection with this Agreement or any claims arising under any applicable state or federal franchise laws regulating the offer or sale of the franchise for this Agreement as of the date of this Agreement (including without limitation the FTC Rule on Franchising (16 C.F.R. Part 436).
Source: Item 23 — RECEIPTS (FDD pages 80–480)
What This Means (2024 FDD)
According to Carls's 2024 Franchise Disclosure Document, the "CJR Releasees" that the Developer is releasing from claims includes CJR (Carls Jr. Restaurants LLC), its parents, subsidiaries, affiliates, predecessors, and successors. This release extends to their respective past and present officers, directors, managers, shareholders, members, agents, and employees, acting in both their corporate and individual capacities.
This broad release means that the developer, as a franchisee, agrees not to sue any of the listed parties related to CJR for any claims, demands, liabilities, or causes of action that occurred on or before the date of the agreement. This includes known and unknown claims, whether vested or contingent, and suspected or unsuspected. The release covers a wide range of potential issues, including those arising under federal, state, and local laws, as well as claims related to the franchise agreement itself, the sale of the franchise, and the development and operation of franchised restaurants.
However, the release does not apply to claims arising from representations made in the Carl's Jr. Franchise Disclosure Document or claims arising under applicable state or federal franchise laws regulating the offer or sale of the franchise. This carve-out protects the developer's rights regarding the accuracy of information provided by Carls during the franchise sales process and ensures compliance with franchise regulations. Prospective franchisees should carefully review these exceptions and understand their rights before signing the franchise agreement.