If the Churchs Chicken Developer is an individual, are they personally liable for breaches of the Franchise Agreement?
Churchs_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Effective upon Developer's execution of this Agreement, 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 or, if Developer is an individual on behalf of himself/herself and his/her heirs, representatives, successors and assigns), all individuals who execute this Agreement (on behalf of themselves and their heirs, representatives, successors and assigns) and all guarantors of Developer's obligations under this Agreement (on behalf of themselves and their heirs, representatives, successors and assigns) (collectively "Developer Releasors") freely and without any influence forever release and covenant not to sue Cajun, its parent, subsidiaries and affiliates and their respective past and present officers, directors, members, managers, shareholders, agents and employees, in their corporate and individual capacities (collectively "Cajun 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 Developer Releasor now owns or holds or may at any time have owned or held, 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 Developer Releasor and any Cajun Releasee, the sale of a franchise to Developer, the development and operation of the Franchised Restaurants and the development and operation of all other restaurants operated by Developer or any guarantor that are franchised by Cajun or its parent, subsidiaries or affiliates. This General Release does not release any Claims arising from representations made in Church's Texas Chicken Franchise Disclosure Document and its exhibits. DEVELOPER, ON BEHALF OF ITSELF AND THE DEVELOPER RELEASORS, WAIVES ANY RIGHTS AND BENEFITS CONFERRED BY ANY APPLICABLE PROVISION OF LAW EXISTING UNDER ANY FEDERAL, STATE OR POLITICAL SUBDIVISION THEREOF WHICH WOULD INVALIDATE ALL OR ANY PORTION OF THE RELEASE CONTAINED HEREIN BECAUSE SUCH RELEASE MAY EXTEND TO CLAIMS THAT THE DEVELOPER RELEASORS DO NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTION OF THIS AGREEMENT. DEVELOPER (ON BEHALF OF ITSELF AND
Source: Item 23 — RECEIPT (FDD pages 68–406)
What This Means (2025 FDD)
According to the 2025 Churchs Chicken Franchise Disclosure Document, if the Developer is an individual, they are subject to a general release. Specifically, the Developer agrees to a release on behalf of themselves and their heirs, representatives, successors, and assigns. This release covers all claims, demands, liabilities, and causes of action, whether known or unknown, vested or contingent, suspected or unsuspected, that the Developer Releasors may have against Cajun Releasees. This includes claims arising under federal, state, and local laws, rules, and ordinances, as well as claims for contribution, indemnity, subrogation, and claims related to the agreement itself, the sale of the franchise, and the operation of the franchised restaurants.
However, this general release does not extend to claims arising from representations made in the Churchs Texas Chicken Franchise Disclosure Document and its exhibits. The Developer also waives any rights and benefits conferred by any applicable provision of law that would invalidate any portion of the release, even if such release extends to claims that the Developer Releasors do not know or suspect to exist in their favor at the time of execution of the agreement.
In practical terms, this means that an individual Churchs Chicken Developer is giving up their right to sue Churchs Chicken for most issues related to the franchise agreement, except for misrepresentations in the FDD. This is a significant commitment and should be carefully considered with legal counsel, as it limits the Developer's legal recourse against the franchisor.