Does the Cinnaholic General Release apply to claims against Cinnaholic's assigns?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
| This General Release is made effective this day of , 20 In consideration for the grant by CINNAHOLIC FRANCHISING, LLC, a Georgia Limited Liability Company ("CINNAHOLIC®"), to the undersigned of certain rights in connection with the operation of a CINNAHOLIC bakery and/or the transfer or renewal thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, individually and collectively, hereby unconditionally release, discharge, and acquit CINNAHOLIC, its past and present subsidiaries and affiliates, and its and their shareholders, owners, directors, officers, managers, members, partners, employees, agents, representatives, successors and assigns, from any and all liabilities, damages, claims, demands, costs, expenses, debts, indemnities, suits, disputes, controversies, actions and causes of action of any kind whatsoever, whether known or unknown, fixed or contingent, regarding or arising out of any prior or existing franchise relationship, development agreement, franchise agreement or any other agreement executed by any of the undersigned and CINNAHOLIC (or any subsidiary or affiliate of CINNAHOLIC®), any CINNAHOLIC® Bakery (whether currently or previously owned or operated by the undersigned or any of them), or any other prior or existing business relationship between any of the undersigned and CINNAHOLIC® (or any subsidiary or affiliate of CINNAHOLIC®), which the undersigned or any of them individually or collectively has asserted, may have asserted or could have asserted against CINNAHOLIC® (or any of the aforementioned related parties) at any time up to the date of this General Release, including specifically, without limitation, claims arising from contract, written or oral communications, alleged misrepresentations, and acts of negligence, whether active or passive. This General Release shall survive the assignment or termination of any of the franchise agreements or other documents entered into by and between CINNAHOLIC and any of the undersigned. This General Release is not intended as a waiver of those rights of the undersigned which cannot be waived under applicable state |
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| franchise |
| laws |
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| is |
| it intended to relieve CINNAHOLIC or any other person, directly or indirectly, from |
| liability |
| imposed |
| by |
| the |
| Maryland |
| Franchise |
| Registration |
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| Disclosure Law. This General Release shall |
| be |
| governed |
| by and construed |
| in accordance |
| with |
| the |
| laws |
| of the State |
| of Georgia without regard |
| to |
| its |
| conflicts of law provisions. |
| WITNESS: |
| Corporate Name |
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, the General Release does apply to claims against Cinnaholic's assigns. The document specifies that the franchisee is releasing Cinnaholic, along with its subsidiaries, affiliates, shareholders, owners, directors, officers, managers, members, partners, employees, agents, representatives, successors, and assigns from any liabilities, damages, claims, and actions. This indicates that the release extends beyond just Cinnaholic Franchising, LLC itself, to include those entities or individuals to whom Cinnaholic's rights or responsibilities have been transferred.
This has significant implications for a prospective Cinnaholic franchisee. By signing the General Release, the franchisee is agreeing not to pursue legal action against a wide range of related parties, including those who might later assume Cinnaholic's role or take over aspects of the business. This could limit the franchisee's legal recourse in the event of disputes or issues arising from the franchise agreement or business relationship.
The General Release also states that it survives the assignment or termination of any franchise agreements between Cinnaholic and the franchisee. This means that even if the franchise agreement is terminated or assigned to another party, the franchisee's release of claims remains in effect. However, the General Release is not intended to waive rights that cannot be waived under applicable state franchise laws, nor is it intended to relieve Cinnaholic or any other person from liability imposed by the Maryland Franchise Registration and Disclosure Law.
It is important for a prospective Cinnaholic franchisee to carefully review the General Release and understand its implications before signing. Given the broad scope of the release, franchisees should consider seeking legal advice to fully understand their rights and potential limitations on their ability to pursue claims against Cinnaholic or its related parties in the future.