Does the Fly To Fit General Release apply to claims arising after the date of execution?
Fly_To_Fit Franchise · 2024 FDDAnswer from 2024 FDD Document
This General Release ("Release") is executed by the undersigned ("Releasor") in favor of Fly To Fit Franchise, LLC, a Delaware Limited Liability Company ("Fly To Fit Franchise").
Background Statement: [describe circumstances of Release]
Releasor agrees as follows:
- **1.
Release.** Releasor (on behalf of itself and its parents, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, managers, members, partners, agents, and employees (collectively, the "Releasing Parties")) hereby releases Fly To Fit Franchise, its affiliates, and their respective directors, officers, shareholders, employees, and agents (collectively, the "Released Parties") from any and all claims, causes of action, suits, debts, agreements, promises, demands, liabilities, contractual rights and/or obligations, of whatever nature, known or unknown, which any Releasing Party now has or ever had against any Released Party based upon and/or arising out of events that occurred through the date hereof, including without limitation, anything arising out of the Franchise Agreement (collectively, "Claims").
Source: Item 23 — RECEIPTS (FDD pages 44–134)
What This Means (2024 FDD)
According to Fly To Fit's 2024 Franchise Disclosure Document, the General Release applies to claims arising through the date of the release. The General Release provided in Exhibit E states that the Releasor releases Fly To Fit Franchise from any and all claims, causes of action, suits, debts, agreements, promises, demands, liabilities, contractual rights and/or obligations, of whatever nature, known or unknown, which any Releasing Party now has or ever had against any Released Party based upon and/or arising out of events that occurred through the date hereof, including without limitation, anything arising out of the Franchise Agreement (collectively, "Claims").
In practical terms, this means that if a franchisee is asked to sign this release (typically during a renewal or sale), they are giving up all rights to sue Fly To Fit for anything that has happened up to that point. This includes issues they may not even be aware of yet. The franchisee also agrees to not initiate any legal actions against Fly To Fit with respect to any claim.
However, the New York Rider to Franchise and Multi-Unit Development Agreement states that the franchisee is not required to assent to a release, assignment, novation, waiver or estoppel which would relieve Fly To Fit Franchise or any other person from any duty or liability imposed by New York General Business Law, Article 33. Similarly, the Washington Addendum states that a release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. The North Dakota Rider states that Franchisee and any Guarantor are not required to sign a general release upon renewal of the Agreement.
It is important for a prospective Fly To Fit franchisee to carefully consider the implications of signing a general release and to seek legal counsel if they have any concerns. Franchisees should also be aware of any state-specific protections that may limit the enforceability of such releases.