Does the release in the Circle K Franchise Agreement extend to unknown claims?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and its successors and assigns, affiliates, directors, officers, and shareholders and on behalf of any other party claiming an interest through them (collectively and individually referred to as the "Franchisee Parties" for purposes of this Section 4), release and forever discharge Franchisor, its predecessors, successors, assigns, affiliates, directors, officers, shareholders, and employees (collectively and individually referred to as the "Franchisor Parties" for purposes of this Section 4), of and from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action, whether known or unknown, vested or contingent, which Franchisee Parties may now or in the future own or hold, that in any way relate to the Franchise Agreement, Other Agreements, or any other agreement between Franchisor and Franchisee, the Authorized Location, or the relationship between Franchisor and Franchisee through the Effective Date (collectively, the "Franchisee Parties Claims"), for known or unknown damages or other losses, including but not limited to any alleged violations of any deceptive or unfair trade practices laws, franchise laws, or other local, municipal, state, federal, or other laws, statutes, rules or regulations, and any alleged violations of the Franchise Agreement, Other Agreements or any other related agreement between Franchisor and Franchisee through the Effective Date.
- B.
The release of Franchisee Parties Claims as set forth in Section 4.A is intended by the Franchisee Parties to be a full and unconditional general release, as that phrase is used and commonly interpreted, extending to all claims of any nature, whether or not known, expected or anticipated to exist in favor of one of the Franchisee Parties against any other Franchisor Party regardless of whether any unknown, unsuspected or unanticipated claim would materially affect settlement and compromise of any matter mentioned herein.
In making this voluntary express waiver, the Franchisee Parties acknowledge that claims or facts in addition to or different from those which are now known to exist with respect to the matters mentioned herein may later be discovered and that it is the Franchisee Parties' intention to hereby fully and forever settle and release any and all matters, regardless of the possibility of later discovered claims or facts.
The Franchisee Parties acknowledge that they have had adequate opportunity to gather all information necessary to enter into this Agreement and to grant the releases contained herein, and need no further information or knowledge of any kind that would otherwise influence the decision to enter into this Agreement.
This release is and shall be and remain a full, complete and unconditional general release.
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to the 2025 Circle K Franchise Disclosure Document, the release provided by the franchisee extends to unknown claims. The Franchisee Parties, which include the franchisee and their affiliates, successors, assigns, directors, officers, and shareholders, are releasing the Franchisor Parties from all claims, debts, liabilities, demands, obligations, costs, expenses, actions, and causes of action, whether known or unknown. This release applies to matters related to the Franchise Agreement, Other Agreements, the Authorized Location, or the relationship between Circle K and the franchisee through the Effective Date.
The release covers both known and unknown damages or other losses, including alleged violations of deceptive or unfair trade practices laws, franchise laws, or other local, municipal, state, federal, or other laws, statutes, rules, or regulations. It also includes alleged violations of the Franchise Agreement, Other Agreements, or any other related agreement between Circle K and the franchisee through the Effective Date. This indicates that the franchisee is waiving their right to pursue any claims against Circle K, even if they are not aware of those claims at the time of signing the release.
The FDD emphasizes that this release is intended to be a full and unconditional general release, extending to all claims, regardless of whether they are known, expected, or anticipated. The Franchisee Parties acknowledge that claims or facts in addition to or different from those which are now known may later be discovered, and it is their intention to fully and forever settle and release any and all matters, regardless of the possibility of later discovered claims or facts. The Franchisee Parties also acknowledge that they have had adequate opportunity to gather all information necessary to enter into the Agreement and grant the releases, and need no further information or knowledge of any kind that would otherwise influence their decision.
This type of broad release is common in franchise agreements, as it aims to provide the franchisor with protection against future claims. However, it is crucial for prospective Circle K franchisees to fully understand the implications of signing such a release. They should carefully review all aspects of the franchise agreement and conduct thorough due diligence before signing, as they will be giving up their right to pursue claims against Circle K, even if those claims are currently unknown.