What is the effect of the Flowerama Release Agreement on the Franchise Agreement?
Flowerama Franchise · 2024 FDDAnswer from 2024 FDD Document
- 1.3 "Excluded Matters" means Franchisor's continuing contractual obligations which arise or continue under and pursuant to the Franchise Agreement and this Release Agreement on and after the Effective Date.
This Release Agreement is not intended to terminate or amend the Franchise Agreement.
1.4 "Franchisor Released Parties" means Franchisor, BloomNet, Inc., a Delaware corporation, 1-800-Flowers Retail, Inc., a Delaware corporation, 800-Flowers, Inc., a New York corporation, 1- 800-Flowers.Com, Inc., a Delaware corporation, 1-800-Flowers.Com Franchise Co., Inc., a Delaware corporation, and Conroy's, Inc., a California corporation, and each of their Constituents.
1.5 "Losses" means all damages, debts, liabilities, accounts, suits, awards, judgments, payments, diminutions in value and other losses, costs and expenses, however suffered or characterized, all interest thereon, all costs and expenses of investigating any Claim, reference proceeding, lawsuit or arbitration and any appeal therefrom, all actual attorneys' fees incurred in connection therewith, whether or not such Claim, reference proceeding, lawsuit or arbitration is ultimately defeated and, all amounts paid incident to any compromise or settlement of any such Claim, reference proceeding, lawsuit or arbitration.
1.6 "Releasing Parties" means Franchisee, Owner and any additional parties undersigned below.
Releasing Parties make and undertake all representations, warranties, acknowledgments, agreements, commitments, and obligations in this Release Agreement on behalf of themselves and each of their Constituents.
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- General Release Agreement.
Releasing Parties, for themselves and their Constituents hereby absolutely and irrevocably waive, release and forever discharge Franchisor Released Parties and their Constituents from any and all Claims, whether asserted or unasserted, known or unknown, suspected or unsuspected, based upon anything that has occurred or existed, or failed to occur or exist, or otherwise, from the beginning of time to the Effective Date, except for the Excluded Matters.
This waiver, release and discharge is effective immediately in its fullest and most comprehensive sense.
Source: Item 23 — RECEIPTS (FDD pages 77–300)
What This Means (2024 FDD)
According to Flowerama's 2024 Franchise Disclosure Document, the Release Agreement does not terminate or amend the Franchise Agreement. The purpose of the Release Agreement is to provide the franchisor with a "clean slate" regarding any potential claims or grievances as of the effective date of the agreement.
Specifically, the Release Agreement includes a general release where the franchisee waives and discharges Flowerama from all claims from the beginning of time up to the effective date of the Release Agreement. However, this release does not apply to the franchisor's ongoing contractual obligations under the Franchise Agreement and the Release Agreement itself after the effective date; these are considered "Excluded Matters".
In essence, the Release Agreement is designed to resolve any past issues between Flowerama and the franchisee, ensuring that both parties can move forward without the threat of prior disputes affecting their current relationship under the Franchise Agreement. The agreement defines "Franchisor Released Parties" to include Flowerama, BloomNet, Inc., 1-800-Flowers Retail, Inc., 800-Flowers, Inc., 1- 800-Flowers.Com, Inc., 1-800-Flowers.Com Franchise Co., Inc., and Conroy's, Inc., and each of their Constituents. It also defines "Losses" as all damages, debts, liabilities, accounts, suits, awards, judgments, payments, diminutions in value and other losses, costs and expenses.
The Release Agreement is requested when Flowerama is considering a change or expansion of the relationship with the franchisee. Flowerama wants to ensure that there are no outstanding issues before proceeding with any changes or expansions.