Is the Franchisee or Franchisee's Principal(s) allowed to indirectly institute, prosecute, commence, or join in any action against any Released Franchisor Party under this Cilantro Taco Grill agreement?
Cilantro_Taco_Grill Franchise · 2024 FDDAnswer from 2024 FDD Document
connected with the Franchise Agreement or this General Release, and further promises never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any action thereon against any Released Franchisor Party, in any court or tribunal of the United States of America, any state thereof, or any other jurisdiction for any matter or claim arising before execution of this General Release. In the event Franchisee or Franchisee's Principal(s) breaches any of the promises, covenants, or undertakings made herein by any act or omission, Franchisee and Franchisee's Principal(s) shall pay, by way of indemnification, all costs and expenses of any Released Franchisor Party
(b) Franchisee and Franchisee's Principal(s) represent and warrant that no portion of any claim, right, demand, obligation, debt, guarantee, or cause of action released hereby has been assigned or transferred by Franchisee or Franchisee's Principal(s) to any other party, firm or entity in any manner including, but not limited to, assignment or transfer by subrogation or by operation of law. In the event that any claim, demand, or suit shall be made or institute against any Released Franchisor Party because of any such purported assignment, transfer or subrogation, Franchisee and Franchisee's Principal(s) agree to indemnify and hold such Released Franchisor Party free and harmless from and against any such claim, demand, or suit, including reasonable costs and attorneys' fees incurred in connection therewith. It is further agreed that this indemnification and hold harmless agreement shall not require payment to such claimant as a condition precedent to recovery under this paragraph.
caused by the act or omission, including reasonable attorneys' fees and costs.
- (c) THIS RELEASE IS A GENERAL RELEASE AND THE PARTIES INTEND AND AGREE THAT IT SHALL BE INTERPRETED, CONSTRUED AND ENFORCED AS SUCH.
- (d) Franchisee and Franchisee's Principal(s) acknowledge, warrant, and represent that no promises, representations, or inducements, except as set forth in this General Release, have been offered or made by any Franchisor Released Party to secure the execution of this General Release, and that this
Source: Item 23 — RECEIPT (FDD pages 52–208)
What This Means (2024 FDD)
According to the 2024 Cilantro Taco Grill Franchise Disclosure Document, franchisees and their principals are prohibited from directly or indirectly instituting, prosecuting, commencing, or joining any action against any Released Franchisor Party. This restriction applies to any matter or claim arising before the execution of the General Release. This means that once the franchisee signs the General Release, they waive their right to take legal action against Cilantro Taco Grill for any prior issues.
Furthermore, if a franchisee or their principal breaches this agreement by attempting to assert or maintain any action against a Released Franchisor Party, they are obligated to cover all costs and expenses incurred by the Released Franchisor Party, including reasonable attorneys' fees. This indemnification clause places a significant financial burden on the franchisee if they violate the release terms.
The franchisee and their principals also warrant that they have not assigned or transferred any claims to another party. If any claim is made against a Released Franchisor Party due to a purported assignment, the franchisee and their principals agree to indemnify and hold the franchisor harmless from any such claim or suit. This provision is designed to protect Cilantro Taco Grill from legal actions arising from third-party claims related to the franchisee's prior conduct or agreements. The General Release is intended to be interpreted, construed, and enforced as a general release, reinforcing the comprehensive nature of the waiver.