Does the release by the Cool Binz Franchise Owner extend to unknown claims?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. FRANCHISE OWNER(S) and FRANCHISEE, for themselves and for their employees, agents, heirs, successor and assigns, and for every other person, firm, entity, and/or corporation succeeding to the interest of FRANCHISE OWNER(S) and/or FRANCHISEE, hereby releases, acquits, and forever discharges FRANCHISOR and its directors, officers, shareholders, employees, agents, legal representatives, successors and assigns, and every other person, firm, entity, and/or corporation succeeding to its interests, from any and all claims, actions, causes of action, demands, costs, losses, expenses and suits whatsoever and of every conceivable kind, character, and nature, whether absolute or contingent, and whether known or unknown, which either party may have against the other, by reason of, or arising out of, or in any way related to any acts or omissions of the other party occurring prior to the date of this Release.
Agreements/Releases. The following language is added to Section 11.C.:
- Provided; however, that such general releases do not apply to the extent prohibited by applicable law with respect to claims which arise under Minn. Rule 2860.4400D. Minn. Rule 2860.4400D. prohibits us from requiring you to assent to a general release that would relieve any person from liability imposed by Minnesota Statutes, Chapter 80C.
No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including, fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with this franchise.
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- [MARYLAND – for use in MD only] This Mutual Release may not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
K. LIMITATIONS OF CLAIMS.
Except for claims arising from your non-payment or underpayment of amounts you owe us under this Agreement, any and all claims arising out of or relating to this Agreement or our relationship with you will be barred unless a judicial proceeding is commenced within one (1) year from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the general release required upon renewal extends to both known and unknown claims. Specifically, the Franchise Owner releases Cool Binz from any and all claims, actions, causes of action, demands, costs, losses, expenses, and suits of every conceivable kind and nature, whether absolute or contingent, and whether known or unknown, which either party may have against the other. This release pertains to any acts or omissions of the other party occurring prior to the date of the release.
This means that a Cool Binz franchisee, upon signing the general release, is waiving their right to sue Cool Binz for any issues that may have occurred before the release date, regardless of whether the franchisee is currently aware of those issues. This could include potential claims related to misrepresentation, breach of contract, or other grievances. The franchisee should be fully aware of the implications before signing, as it could prevent them from seeking legal recourse for past actions by Cool Binz.
However, there are some limitations to this general release. The FDD states that such general releases do not apply to the extent prohibited by applicable law with respect to claims which arise under Minn. Rule 2860.4400D, which prohibits Cool Binz from requiring a general release that would relieve any person from liability imposed by Minnesota Statutes, Chapter 80C. Additionally, no statement, questionnaire, or acknowledgement signed by a franchisee shall waive any claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on any statement made by Cool Binz or anyone acting on their behalf. These provisions supersede any other term of any document executed in connection with the franchise.
Furthermore, a Maryland-specific clause indicates that the Mutual Release may not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Also, any claims arising out of or relating to the Franchise Agreement or the relationship between Cool Binz and the franchisee will be barred unless a judicial proceeding is commenced within one year from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim. Therefore, it is crucial for a prospective Cool Binz franchisee to carefully review the release and understand its implications, considering these exceptions and limitations, before signing.