Is a general release of claims against Cicis required from the transferor during a transfer?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
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- 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.
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 Cicis's 2025 Franchise Disclosure Document, a general release of claims is required from the transferor during a transfer. Specifically, the transferor, including their owners, must sign a general release in a form satisfactory to Cicis, which covers any and all claims against Cicis, its affiliates, and their related parties. This release is a condition for Cicis's approval of the transfer.
This requirement means that as part of the transfer process, the selling franchisee must waive any existing or future claims they might have against Cicis. This includes any disputes or issues that may have arisen during the course of their franchise agreement. The release protects Cicis from potential legal action by the transferor after the transfer is completed.
However, if the Cicis restaurant is located in Maryland, or if any of the releasing parties are residents of Maryland, any general release provided does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. This exception ensures that franchisees in Maryland retain their rights under state franchise law, despite the general release requirement.
Prospective franchisees should be aware of this condition, as it could have significant legal implications. It is advisable to consult with an attorney to fully understand the scope and impact of the general release before proceeding with a franchise transfer. Understanding the specific terms and conditions of the release is crucial to avoid unintended consequences.