In a Cicis franchise transfer, what is the scope of the general release that the transferor must sign?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- you (and your owner(s)) must sign a general release, in a form satisfactory to us, of any and all claims against us, our Affiliates, and our and their related parties;
- General Release. The Guarantors and you, on behalf of yourself, themselves and your and their respective current and former parents, affiliates, and subsidiaries, and the agents, spouses, heirs, principals, attorneys, owners, officers, directors, employees, representatives, predecessors, successors, and assigns of each (collectively, the "Releasing Parties"), hereby absolutely and irrevocably release and discharge us, our parents, subsidiaries, and affiliates, and the current and former owners, officers, directors, employees, managers, agents, representatives, predecessors, successors, and assigns of each (collectively, the "Released Parties"), of and from any and all claims, obligations, debts, proceedings, demands, rights to terminate and rescind, liabilities, losses, damages, and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, suspected or unsuspected, at law or in equity (collectively, "Claims"), which any of the Releasing Parties ever owned or held, now own or hold, or may in the future own or hold, which are based on actions, omissions, or occurrences occurring on or prior to the Effective Date of this Addendum, including, without limitation, Claims based upon, arising out of, or in any way related to (i) applicable laws, rules and regulations, (ii) the Franchise Agreement and all other agreements between any Releasing Party and any Released Party, (iii) the relationships created by such agreements, or (iv) the sale, development, ownership, purchase or operation of the Restaurant or any other Cicisbranded restaurant. The Guarantors and you represent and warrant that no Claims released by the Releasing Parties in this paragraph have been assigned to any third party.
If the Restaurant you operate under the Franchise Agreement is located in Maryland or if any of the Releasing Parties is a resident of Maryland, the following shall apply:
Any general release provided for hereunder shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, if a franchisee transfers their franchise, they (and their owner(s)) must sign a general release in a form satisfactory to Cicis. This release covers any and all claims against Cicis, its affiliates, and their related parties.
The release encompasses a broad range of potential claims, including obligations, debts, proceedings, demands, rights to terminate and rescind, liabilities, losses, damages, and causes of action, whether known or unknown, vested or contingent, suspected or unsuspected, at law or in equity. These claims include those based on actions, omissions, or occurrences on or before the effective date of the transfer. The claims also include those arising from applicable laws, rules, and regulations, the Franchise Agreement and other agreements between the releasing party and Cicis, the relationships created by such agreements, or the sale, development, ownership, purchase, or operation of the restaurant or any other Cicis-branded restaurant.
This means that by signing the release, the transferring franchisee gives up the right to sue Cicis for practically any reason related to the franchise up to the date of the transfer. This is a significant commitment, and franchisees should carefully consider its implications.
However, if the Cicis restaurant is located in Maryland, or if any of the releasing parties are residents of Maryland, the general release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. This provides a specific carve-out for potential claims arising under Maryland franchise law, offering some protection to franchisees in that state.