Under the Exit franchise agreement, can Exit, its affiliates, or subsidiaries be held liable for consequential, punitive, or indirect damages, such as loss of profit or business stoppage?
Exit Franchise · 2025 FDDAnswer from 2025 FDD Document
25.5. Limitation of Liability
Subfranchisor and its affiliates and subsidiaries EXIT and its affiliates and subsidiaries, and their respective officers, directors, employees, agents and servants shall not be liable to Franchisee, under any circumstance, or due to any event, for any consequential, punitive or indirect damages, including, without limitation, loss of profit, loss of use, or business stoppage. Subfranchisor and its affiliates and subsidiaries; EXIT and its affiliates and subsidiaries; and their respective officers, directors, employees, agents and servants shall not be liable for any actions or inactions of Franchisee.
Source: Item 23 — RECEIPT (FDD pages 42–235)
What This Means (2025 FDD)
According to Exit's 2025 Franchise Disclosure Document, Exit, its affiliates, and subsidiaries are not liable to the franchisee under any circumstance for any consequential, punitive, or indirect damages. This includes, but is not limited to, loss of profit, loss of use, or business stoppage. Additionally, Exit, its affiliates, and subsidiaries are not liable for any actions or inactions of the franchisee.
This limitation of liability means that if an Exit franchisee experiences financial losses or business interruptions, they cannot seek compensation from Exit for these types of damages. This clause protects Exit from potentially large claims related to lost profits or other indirect impacts stemming from the franchisee's business operations.
However, it is important to note that this limitation of liability applies to Exit and its related entities regarding damages claimed by the franchisee. The franchisee is still responsible for their own actions and inactions, and they are also obligated to indemnify Exit against claims arising from the franchisee's business operations. This allocation of risk is a standard practice in franchising, where the franchisee typically bears the primary responsibility for managing their business and adhering to legal and operational standards.