Where must any controversy or claim related to the Clear Pest Pros Mutual Release be litigated?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Any controversy or claim whatsoever arising out of or relating to this Release or the enforcement of the promises made by the parties herein or with regard to the interpretation, formation, or breach of this Release, shall be litigated exclusively in the courts of general jurisdiction of Washtenaw County, Michigan or the United States District Court presiding over Ann Arbor, Michigan.
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- Neither this Mutual Release nor any provision of this Mutual Release can be modified or waived in any way, except by an agreement in writing signed by each of the parties hereto, consenting to such modification or waiver.
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- All parties hereto do hereby acknowledge and agree that they have been represented by independent counsel of their own choice throughout all negotiations which preceded the execution of this Mutual Release, and that they have executed this Mutual Release with the consent and upon the advice of said independent counsel.
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- This Mutual Release may be signed in two (2) or more counterparts, and will be effective when all the parties and signatories have affixed their signatures to two (2) or more of the counterparts and they have been delivered as aforesaid, at which time the counterparts together will be deemed one (1) original document.
Source: Item 22 — CONTRACTS (FDD pages 67–68)
What This Means (2025 FDD)
According to Clear Pest Pros's 2025 Franchise Disclosure Document, any controversy or claim arising from or related to the Mutual Release, its enforcement, interpretation, formation, or breach must be litigated in the courts of general jurisdiction of Washtenaw County, Michigan, or the United States District Court presiding over Ann Arbor, Michigan. This means that if a Clear Pest Pros franchisee has a dispute regarding the Mutual Release, they will be required to pursue legal action in the specified Michigan courts.
This clause dictates the specific venue for legal disputes related to the Mutual Release, which can impact a franchisee's legal costs and convenience. Franchisees located outside of Michigan would need to factor in travel expenses and potentially hiring local counsel in Michigan. The FDD also states that the Mutual Release cannot be modified or waived except through a written agreement signed by all parties involved.
Furthermore, the document emphasizes that all parties acknowledge they have been represented by independent counsel during negotiations and have executed the Mutual Release with their counsel's consent and advice. This suggests that Clear Pest Pros wants to ensure franchisees understand the implications of the Mutual Release and have had the opportunity to seek legal guidance before agreeing to it. The Mutual Release may be signed in counterparts and becomes effective once all parties have signed and delivered them, with all counterparts considered one original document.
It is important to note that the terms of the Mutual Release are to remain confidential, except when disclosure is necessary to comply with applicable laws or regulations. Additionally, the Mutual Release contains the entire agreement between the parties concerning the resolution of disputes or controversies. However, the document includes specific disclaimers for Maryland and Washington, stating that the Mutual Release may not apply to liability under the Maryland Franchise Registration and Disclosure Law or claims arising under the Franchise Investment Protection Act in Washington.