When are Carvel franchisees required to sign a general release?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
The general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
B. Conditions for Renewal Term. If we approve your Application, you must:
(iii) Sign a general release in a form we prepare, releasing us and our parents, subsidiaries, and affiliates and the respective directors, officers, owners, shareholders, partners, members, managers, representatives, employees, agents, attorneys, contractors, predecessors, successors, heirs and assigns of each of the foregoing (in their corporate and individual capacities) (collectively, the "Released Parties"), from all claims you may have against the Released Parties as of the date of the Renewal Agreement. Your Owners must also sign the general release required in the previous sentence. Released Parties is not intended to include suppliers or distributors to you that are not affiliated with us and are not acting as our agent.
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- Sections 2.2.B(iii) (Conditions for Renewal Term), 16.3.I. (Control Transfer), and 20.3 (General Release) of the Franchise Agreement, are amended to add the following language immediately following the requirement that you sign a General Release:
- Provided, however, that all rights you enjoy and any causes of action arising in your favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder will remain in force; it being the intent of this proviso that the non-waiver provisions of GBL, Section 687.4 and 687.5 be satisfied.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, a franchisee is required to sign a general release under certain circumstances. Specifically, a general release is required as a condition of renewal, sale, and/or assignment/transfer of the franchise agreement. This release essentially discharges Carvel from any claims the franchisee may have against them up to the date of the release. However, this general release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
In the context of renewing a Carvel franchise, the franchisee must sign a general release in a form prepared by Carvel, which releases Carvel and its related parties from all claims as of the date of the Renewal Agreement. This requirement also extends to the franchisee's owners, who must also sign the release.
For franchisees in New York, the FDD includes a New York Addendum that modifies the general release requirement. While a general release is still required for renewal, control transfer, the addendum specifies that the franchisee retains all rights and causes of action arising from the provisions of Article 33 of the General Business Law of the State of New York. This ensures that the non-waiver provisions of New York law are satisfied, offering additional protection to franchisees in that state.