Does the Checkersrallys agreement require the franchisee to indemnify the franchisor's shareholders?
Checkersrallys Franchise · 2025 FDDAnswer from 2025 FDD Document
gard to the application of Florida conflict of law principles. However, if any provision of this Agreement would not be enforceable under Florida law, and if the Development Area is predominantly located outside of Florida and such provision would be enforceable under the laws of the state in which the Development Area is predominantly located, then such provision shall be construed under the laws of that state. Nothing in this Section is intended to subject this Agreement to any franchise or similar law, rule or regulation of the State of Florida to which it otherwise would not be subject.
10.09 Successors and Assigns. This agreement is binding on the parties hereto and their respective executors, administrators, heirs, assigns and successors in interest. This agreement is fully transferable by us, whether by operation of law or otherwise, and shall inure to the benefit of any transferee or other legal successor to our interest herein.
10.10 Limitations on Damages. EXCEPT WITH RESPECT TO YOUR OBLIGATION TO INDEMNIFY US FOR THIRD PARTY CLAIMS UNDER SECTION 5.02, AND EXCEPT WITH RESPECT TO THE CONFIDENTIAL INFORMATION IN SECTION 6.01, FRANCHISOR AND FRANCHISEE (AND ITS OWNERS) EACH WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER. YOU AND EACH OF YOUR OWNERS WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO RECOVER CONSEQUENTIAL, SPECIAL AND INCIDENTAL DAMAGES FOR ANY CLAIM DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO THIS AGREEMENT.
You agree that, for our System to function properly, we should not be burdened with the costs of litigating system-wide disputes. Accordingly, any disagreement between you (and your Owners) and us shall be considered unique as to its facts and shall not be brought as a class action, and you (and each of your Owners) waive any right to proceed against us or any of our shareholders, members, Affiliates, officers, directors, employees, agents, successors and assigns by way of class action, or by way of a multi-plaintiff, consolidated or collective action. In any legal action between the parties, the court shall not be precluded from making its own independent determination of the issues in question, notwithstanding the similarity of issues in any other legal action involving us and any other franchisee, and each party waives the right to claim that a prior disposition of the same or similar issues precludes such independent determination.
10.11 Construction. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against any party. The introduction, personal guarantees, exhibits and riders (if any) to this Agreement are a part of this Agreement, which constitutes the entire agreement of the parties. Except as otherwise expressly provided herein, there are no other oral or written agreements, understandings, representations or statements between us and you relating to the subject matter of this Agreement that either party may or does rely on or that will have any force or effect, except that nothing in this Agreement shall disclaim or require you to waive reliance on any representation we made in our most recent
Franchise Disclosure Document (including that document's exhibits and amendments) delivered to you or your representative. Nothing in this Agreement is intended or shall be deemed to confer any rights or remedies on any person or legal entity not a party hereto.
Source: Item 23 — RECEIPTS (FDD pages 92–384)
What This Means (2025 FDD)
According to Checkersrallys's 2025 Franchise Disclosure Document, the franchisee is not explicitly required to indemnify the franchisor's shareholders. However, the agreement includes a clause regarding limitations on damages. Specifically, the franchisee waives the right to participate in class action lawsuits against Checkersrallys and its shareholders. This means a franchisee cannot join a class action against Checkersrallys or its shareholders, members, affiliates, officers, directors, employees, agents, successors, and assigns. This waiver is applicable to the franchisee and their owners.
Additionally, the Area Franchisee's Release section states that the Area Franchisee releases Checkersrallys and its affiliates, along with their respective shareholders, directors, officers, members, managers, and employees, from all claims and causes of action arising before the agreement date. This release extends to the Area Franchisee's affiliates, owners, and their respective successors and assigns. The Area Franchisee also agrees not to institute any litigation against Checkersrallys or its affiliates and their directors, officers, employees, agents, representatives, attorneys, and their respective successors and assigns, relating to any claim released under this section.
It is important to note that this release does not disclaim or require a waiver of reliance on any representation made by Checkersrallys in its Franchise Disclosure Document. This section survives the expiration or termination of the agreement. While the franchisee is not directly indemnifying the shareholders, they are waiving certain rights to sue and releasing them from certain liabilities, which could have similar practical effects in some situations.