What is the scope of the release that CBAC and the Assignor provide to each other in the Christian Brothers Automotive agreement?
Christian_Brothers_Automotive Franchise · 2025 FDDAnswer from 2025 FDD Document
Upon the assignment of the Franchise Agreement, CBAC and Assignor will be released from their obligations and duties under the Franchise Agreement except for any Continuing Obligations. "Continuing Obligations" shall include any obligations intended by CBAC and Assignor to survive the termination of the Franchise Agreement, including, but not limited to Articles 5, 6, 7, 15, 16, 21, 23 and 24 of the Franchise Agreement.
With the exception of the Continuing Obligations, CBAC and Assignor hereby release, relinquish, discharge and waive any and all claims, demands, actions, causes of actions, suits, debts, costs, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, trespasses, damages, judgments, executions, expenses and liabilities whatsoever, known or unknown, at law or in equity, irrespective of whether such arise out of contract, tort, violation of laws or regulations or otherwise, which the parties (and their respective successors, assigns, legal representatives, heirs, executors or administrators) ever had, now have or hereafter can, may or shall have against the other parties or their officers, directors, employees, representatives, agents, trustees, shareholders, partners, members, contractors, advisors, attorneys, subsidiaries, affiliates, predecessors, successors or assigns by reason of any matter, cause or thing whatsoever now existing or hereafter arising and including anything arising out of, relating to, or in connection with, the Franchise Agreement, or the transactions contemplated hereunder, whether known or unknown as of the date hereof.
Source: Item 22 — CONTRACTS (FDD page 76)
What This Means (2025 FDD)
According to the 2025 Christian Brothers Automotive Franchise Disclosure Document, upon the assignment of the Franchise Agreement, Christian Brothers Automotive Corporation (CBAC) and the Assignor release each other from their obligations and duties under the Franchise Agreement, except for any "Continuing Obligations".
The term "Continuing Obligations" includes obligations intended by CBAC and the Assignor to survive the termination of the Franchise Agreement, specifically referencing Articles 5, 6, 7, 15, 16, 21, 23, and 24 of the Franchise Agreement. With the exception of these Continuing Obligations, the release covers all claims, demands, actions, causes of actions, suits, debts, costs, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, trespasses, damages, judgments, executions, expenses, and liabilities whatsoever, whether known or unknown, at law or in equity.
This release extends to matters arising out of contract, tort, violation of laws or regulations, or otherwise. It encompasses anything arising out of, relating to, or in connection with the Franchise Agreement, or the transactions contemplated under it, regardless of whether such matters are known or unknown as of the date of the agreement. The release applies to the parties and their respective successors, assigns, legal representatives, heirs, executors, or administrators against the other parties or their officers, directors, employees, representatives, agents, trustees, shareholders, partners, members, contractors, advisors, attorneys, subsidiaries, affiliates, predecessors, successors, or assigns.