Are there any exceptions to the limitations on claims arising from the Dermani Medspa agreement?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
be liable to the other Party under this Section 11.13 for any claims that are covered by insurance, except to the extent liability of the protected Party exceeds the amount of the coverage.
No statement, questionnaire, or acknowledgment 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 the franchise.
All representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Franchise Agreement prevents the franchisee from bringing a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
Nothing in the Franchise Agreement operates to reduce the 3-year statute of limitations afforded to a franchisee for bringing a claim arising under the Maryland Franchise Registration and Disclosure Law. Further, any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.
Except as set forth herein, Franchisee Group expressly relieves and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California ("Section 1542"), and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 states as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH EITHER PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AS OF THE DATE OF EXECUTION OF THIS AGREEMENT, WHICH IF KNOWN BY SUCH PARTY WOULD HAVE MATERIALLY AFFECTED THE TERMS OF THE AGREEMENT."
Notwithstanding the provisions of Section 1542, and for the purpose of implementing the general release and discharges described in this paragraph, Franchisee Group expressly acknowledges that this Release is intended to include in its effect without limitation, all claims described in this paragraph which Franchisee Group does not know or suspect to exist in its favor at the time of execution hereof, and that this Release contemplates the extinguishment of any such claims.]
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, there are a few exceptions and clarifications to the limitations on claims, particularly concerning insurance coverage, state franchise laws, and specific releases.
The agreement specifies that Dermani Medspa is not liable for claims covered by insurance, except when the liability exceeds the insurance coverage. This means that if a claim arises that is covered by an insurance policy, Dermani Medspa's liability is limited to the extent that the insurance coverage falls short of fully covering the claim.
Additionally, an addendum to the Area Development Agreement clarifies that no statement signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor. For franchisees in Maryland, the Maryland Addendum further stipulates that the franchise agreement cannot act as a release or waiver of liability under the Maryland Franchise Registration and Disclosure Law, nor can it prevent a franchisee from bringing a lawsuit in Maryland under that law. The addendum also ensures that the 3-year statute of limitations for claims under Maryland law is maintained. Furthermore, for California releases, the Franchisee Group expressly relieves and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California.
These stipulations provide franchisees with certain protections and rights, particularly concerning claims arising from franchisor conduct or under state laws, ensuring that franchisees are not unduly limited in their ability to seek legal recourse where applicable. Prospective franchisees should carefully review these exceptions and addenda to fully understand their rights and obligations.