Who must the departing owners release from claims when transferring a Christies International Real Estate franchise?
Christies_International_Real_Estate Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Release. Affiliate and all of Affiliate 's guarantors, members, employees, agents, successors, assigns and affiliates fully and finally release and forever discharge Licensor, its past and present agents, employees, officers, directors, members, licensees, franchisees, successors, assigns and affiliates (collectively "Released Parties") from any and all claims, actions, causes of action, contractual rights, demands, damages, costs, loss of services, expenses and compensation which Affiliate could assert against Released Parties or any of them up through and including the date of this Release. THIS IS A SPECIFIC RELEASE GIVING UP ALL RIGHTS WITH RESPECT TO THE TRANSACTIONS OR OCCURRENCES THAT ARE BEING RELEASED UNDER THIS AGREEMENT.
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- FOR CALIFORNIA RESIDENTS ONLY: You represent and warrant that YOU EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS UNDER CALIFORNIA CIVIL CODE §1542, which provides as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
The above release shall not apply to any liabilities arising under the California Franchise Investment Law, the California Franchise Relations Act, Indiana Code § 23-2-2.5.1 through 23-2-2.7-7, the Maryland Franchise Registration and Disclosure Law, Michigan Franchise Investment Law, Minnesota Franchise Act, North Dakota franchise laws, the Rhode Island Investment Act, and the Washington Franchise Investment Protection Act.
Source: Item 23 — RECEIPT (FDD pages 54–177)
What This Means (2025 FDD)
According to the 2025 Christies International Real Estate Franchise Disclosure Document, when opening an additional office, the franchisee (referred to as "Affiliate") and all of the franchisee's guarantors, members, employees, agents, successors, assigns, and affiliates must release Christies International Real Estate (referred to as "Licensor") and its past and present agents, employees, officers, directors, members, licensees, franchisees, successors, assigns, and affiliates (collectively "Released Parties") from all claims. This release covers any and all claims, actions, causes of action, contractual rights, demands, damages, costs, loss of services, expenses, and compensation which the franchisee could assert against the Released Parties.
This release is a specific release, meaning it gives up all rights with respect to the transactions or occurrences that are being released under the agreement. However, this release does not apply to any liabilities arising under specific state franchise laws, including the California Franchise Investment Law, the California Franchise Relations Act, Indiana Code, the Maryland Franchise Registration and Disclosure Law, Michigan Franchise Investment Law, Minnesota Franchise Act, North Dakota franchise laws, the Rhode Island Investment Act, and the Washington Franchise Investment Protection Act.
For Christies International Real Estate franchisees in California, they must expressly waive any and all rights and benefits under California Civil Code §1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in their favor at the time of executing the release, which if known by them must have materially affected their settlement with the debtor. This means that California franchisees are giving up their right to make claims about issues they were not aware of when signing the release.