What does the Franchisee and Franchisee's Principal(s) represent and warrant regarding assignment or transfer of claims in the Crave General Release?
Crave Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) Franchisee and Franchisee's Principal(s) represent and warrant that no portion of any claim, right, demand, obligation, debt, guarantee, or cause of action released hereby has been assigned or transferred by Franchisee or Franchisee's Principal(s) to any other party, firm or entity in any manner including, but not limited to, assignment or transfer by subrogation or by operation of law.
In the event that any claim, demand, or suit shall be made or institute against any Released Franchisor Party because of any such purported assignment, transfer or subrogation, Franchisee and Franchisee's Principal(s) agree to indemnify and hold such Released Franchisor Party free and harmless from and against any such claim, demand, or suit, including reasonable costs and attorneys' fees incurred in connection therewith.
It is further agreed that this indemnification and hold harmless agreement shall not require payment to such claimant as a condition precedent to recovery under this paragraph.
Source: Item 23 — RECEIPTS (FDD pages 63–253)
What This Means (2025 FDD)
According to Crave's 2025 Franchise Disclosure Document, the franchisee and the franchisee's principal(s) must represent and warrant that they have not assigned or transferred any portion of any claim, right, demand, obligation, debt, guarantee, or cause of action released by the General Release to any other party, firm, or entity. This includes assignments or transfers by subrogation or by operation of law.
This means that a franchisee (or their principals) signing the General Release confirms they haven't given away their rights to make any claims covered by the release to someone else. This is a standard legal protection for Crave, ensuring they are dealing directly with the franchisee and not a third party who might have acquired the franchisee's rights.
Furthermore, if any claim, demand, or suit is made against Crave because of a purported assignment, transfer, or subrogation by the franchisee or their principals, the franchisee and their principals agree to indemnify and hold Crave harmless from any such claim, demand, or suit. This includes covering reasonable costs and attorneys' fees incurred by Crave in connection with the claim. This indemnification agreement does not require Crave to pay the claimant before seeking recovery from the franchisee.
In essence, this clause protects Crave from dealing with third parties who might assert claims based on the franchisee's prior rights and ensures that the franchisee bears the responsibility for any complications arising from unauthorized assignments or transfers of claims.