When transferring a Circle K franchise, does the Franchise Agreement require a general release to be signed?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
and the default is cured. In addition, Franchisor will have the right to exercise all other rights available to it under the Renewal Franchise Agreement and applicable law, including the right to terminate the Renewal Franchise Agreement.
- (F) Franchisee and Guarantors will execute a general release (a "Release") in a form satisfactory to Franchisor, of any and all claims each may have against Franchisor, its Affiliates and their officers, directors, shareholders, employees, consultants, and agents, in their corporate and individual capacities, including without limitation, all claims arising under this Agreement and under any federal, state, or local law, rule, or ordinance. If applicable law prohibits the giving of a general release as a condition for the offer of a new license, then this Section 3.2(F) will not be a condition for the offer of a new license, unless a release of some, but not all, claims is permitted, in which instance Franchisee and Franchisor will execute a release to the extent permitted by law.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the Franchise Agreement requires the franchisee and any guarantors to execute a general release as a condition of transfer. This release, in a form satisfactory to Circle K, covers any and all claims against Circle K, its affiliates, and their officers, directors, shareholders, employees, consultants, and agents in their corporate and individual capacities. The claims include, but are not limited to, those arising under the Franchise Agreement and any federal, state, or local law, rule, or ordinance.
However, there is an exception to this requirement. If applicable law prohibits requiring a general release as a condition for the offer of a new license, then this condition will not apply. If a release of some, but not all, claims is permitted under such a law, then the franchisee and Circle K will execute a release to the extent permitted by law.
Notably, an addendum to the Franchise Agreement for the state of Minnesota specifically addresses this issue. It states that Minnesota Rules prohibit a franchisor from requiring a franchisee to assent to a general release. Therefore, for franchises sold in Minnesota, the requirement to sign a general release upon transfer is not enforceable.