Under what conditions does the franchisee release Corcoran from claims?
Corcoran Franchise · 2025 FDDAnswer from 2025 FDD Document
| Redemption of Senior Secured Second Lien Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | — | — (550) | |---|---|---|---| | Repurchases and redemption of Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | (19) (688) | (956) | | | Amortization payments on term loan facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | (12) (16) | (10) | | | Net change in securitization obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 25 (48) | 44 | | | Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | — (13) | (22) | | Cash paid for fees associated with early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . | | — | (2) (83) | | Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | | — | — (97) | | Taxes paid related to net share settlement for stock-based compensation . . . . . . . . . . . . . . | (3) | (4) (16) | | | Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | (23) (31) | (36) | | | Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | (21) (227) | (376) | | | Effect of changes in exchange rates on cash, cash equivalents and restricted cash . . . . . . . | (1) | — (2) | | | Net increase (decrease) in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . | 5 (99) | (525) | | | Cash, cash equivalents and restricted cash, beginning of period . . . . . . . . . . . . . . . . . . . . . | 119 218 | 743 | | | Cash, cash equivalents and restricted cash, end of period . . . . . . . . . . . . . . . . . . . . . . . | | $ 124 $ 119 | $ 218 | WAIVER OF CLAIMS. In consideration of the modifications to the Agreement described above (including, but not limited to, the various rights and/or financing that Franchisor has provided to Franchisee) Franchisee and any and all owners, partners, members and/or shareholders expressly release, remise, acquit and discharge Franchisor and its predecessors, successors, parents, subsidiaries, affiliates, assigns as well as each of their respective officers, directors, employees and agents (collectively "Releasees") from and forever waive and relinquish, any and all claims, counterclaims, rights, setoffs, suits, damages (including, but not limited to, compensatory damages, tort damages, contract damages and punitive damages) demands, obligations, warranties, covenants, debts and causes of action of every nature, character and description, known and unknown, vested or contingent (collectively "Claims") that Franchisee or its owners, partners, members and/or shareholders, individually or collectively, have or may have against any and all Releasees as applicable including, but not limited to all Claims relating in any manner to, or otherwise resulting from, or arising out of: (i) the relationship between the Parties prior to the execution of the Agreement and this Addendum; (ii) the franchise sales transaction (to the extent permitted by law); (iii) the Agreement and this Addendum; and/or (iv) any other agreements (including other franchise agreements) by and between Franchisee and/or the Owners and Franchisor. In providing this release, Franchisee and its owners, partners, members and/or shareholders expressly acknowledge that: (x) to the extent the laws of the State of Washington govern the relationship of the parties hereto, notwithstanding the general release and waiver of claims herein, consistent with the Franchise Agreement(s) and Washington law, this release and waiver of rights executed by you will not include the release or waiver of rights under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder; and (y) to the extent the laws of the State of California govern the relationship of the Parties hereto, Franchisee and its owners, partners, members and/or shareholders are fully familiar with the provisions of Section 1542 of the Civil Code of the State of California and each expressly waives any and all rights under Section 1542 of the Civil Code of the State of California which provides as follows:
"A General Release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
THE PERSON SIGNING THIS AGREEMENT ON BEHALF OF THE FRANCHISEE REPRESENTS AND WARRANTS THAT HE OR SHE IS A DULY APPOINTED OFFICER OR OTHERWISE HAS BEEN AUTHORIZED TO BIND THE FRANCHISEE TO THE TERMS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement, effective as of the date first written above.
Source: Item 23 — RECEIPTS (FDD pages 75–276)
What This Means (2025 FDD)
According to Corcoran's 2025 Franchise Disclosure Document, a franchisee provides a release of claims under several specific conditions, with certain limitations depending on the franchisee's location. Generally, the franchisee, along with their owners, partners, members, and/or shareholders, releases Corcoran from any and all claims, counterclaims, rights, setoffs, suits, damages, demands, obligations, warranties, covenants, debts, and causes of action of every nature. This release extends to claims known and unknown, vested or contingent.
The release specifically applies to matters relating to the relationship between the parties before the execution of the agreement, the franchise sales transaction (to the extent permitted by law), the agreement itself, and any other agreements between the franchisee/owners and Corcoran. However, this general release has some exceptions. For franchisees in Washington, the release does not include a waiver of rights under the Washington Franchise Investment Protection Act. Similarly, franchisees in California are required to acknowledge they are familiar with California Civil Code Section 1542, which states that a general release does not cover claims the releasing party is unaware of that would have materially affected their settlement had they been known.
Furthermore, if a franchisee is a resident of Maryland or intends to operate the franchise in Maryland, the general release required for renewal, sale, or transfer will not apply to any liability under the Maryland Franchise Registration and Disclosure Law. In Minnesota, Corcoran cannot require a franchisee to sign a release of claims under the Minnesota Franchise Act as a condition of renewal or assignment, and franchisees cannot be forced to assent to a release that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, although voluntary settlements of disputes are permitted. Finally, as part of transferring a franchise, the franchisee must execute a release of all claims against Corcoran and its related parties.