What entities are released by the Franchisee under the release provision in the Fly Fitness agreement?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
- BY EXECUTING THE FRANCHISE AGREEMENT (OR MULTI-UNIT DEVELOPMENT AGREEMENT), FRANCHISEE (OR DEVELOPER) AND ANY PRINCIPAL, INDIVIDUALLY AND ON BEHALF OF FRANCHISEE'S (OR DEVELOPER'S) AND SUCH PRINCIPAL'S HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, HEREBY FOREVER RELEASE AND DISCHARGE FLY FITNESS FRANCHISE, L.L.C., FLY HOLDINGS LLC, AND ANY OF THE ABOVE'S PARENT COMPANY, SUBSIDIARIES, DIVISIONS, AFFILIATES, SUCCESSORS, ASSIGNS AND DESIGNEES, AND THE FOREGOING ENTITIES' DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUCCESSORS, DESIGNEES AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND JUDGMENTS RELATING TO OR ARISING UNDER THE STATEMENTS, CONDUCT, CLAIMS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES EXECUTED PRIOR TO THE DATE OF THE FRANCHISE AGREEMENT (OR MULTI-UNIT DEVELOPMENT AGREEMENT), INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING UNDER THE FRANCHISE, SECURITIES, TAX OR ANTITRUST LAWS OF THE UNITED STATES OR OF ANY STATE OR TERRITORY THEREOF. THIS RELEASE SHALL NOT APPLY TO ANY CLAIMS ARISING FROM REPRESENTATIONS MADE BY FRANCHISOR IN FRANCHISOR'S FRANCHISE DISCLOSURE DOCUMENT RECEIVED BY FRANCHISEE (OR DEVELOPER).
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the release provision in the franchise agreement requires the franchisee to release specific entities from claims, demands, and judgments. This release extends to Fly Fitness Franchise, L.L.C., Fly Holdings LLC, and their parent company, subsidiaries, divisions, affiliates, successors, assigns, and designees. Additionally, the release covers the directors, officers, employees, agents, shareholders, successors, designees, and representatives of these entities.
This provision means that a franchisee, along with their principals, heirs, legal representatives, successors, and assigns, agrees to waive any legal claims against the specified Fly Fitness entities. The claims covered include those relating to statements, conduct, claims, or any other agreement between the parties executed before the date of the franchise agreement or multi-unit development agreement. This encompasses both known and unknown claims arising under franchise, securities, tax, or antitrust laws of the United States or any state or territory.
However, the release does not apply to claims arising from representations made by Fly Fitness in its Franchise Disclosure Document (FDD) received by the franchisee or developer. This exception is crucial as it protects the franchisee's right to pursue claims based on misrepresentations or omissions in the FDD itself. Franchisees should carefully review the FDD and any prior agreements to understand the scope of the release and ensure they are not inadvertently waiving important rights. This type of release is common in franchising to limit future liabilities for the franchisor.
Prospective Fly Fitness franchisees should be aware of the broad scope of this release and consult with legal counsel to fully understand its implications. They should also document any concerns or discrepancies they find during their due diligence process, as these could be relevant if they later need to make a claim against Fly Fitness that falls outside the scope of the release.