Does the Fly To Fit release agreement cover claims arising after the date of the release?
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 the 2024 Fly To Fit Franchise Disclosure Document, the standard general release form included as Exhibit E specifies that the release covers claims based upon events that occurred through the date of the release. This means the release is intended to cover past events and not future claims.
Specifically, the release states that the franchisee releases Fly To Fit 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. The inclusion of "events that occurred through the date hereof" indicates a clear intention to limit the scope of the release to past events.
However, franchisees should be aware of state-specific addenda that may modify the enforceability or scope of such releases. For example, the Maryland Rider states that 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 Law. Similarly, the North Dakota Rider indicates that franchisees are not required to sign a general release upon renewal of the agreement. The Washington Addendum notes 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.
Therefore, while the standard Fly To Fit general release appears to be limited to claims arising from events up to the date of the release, franchisees should carefully review their specific franchise agreement and any state-specific riders or addenda to understand the full scope and enforceability of any release they may be asked to sign. It is advisable to seek legal counsel to fully understand the implications of signing a general release in their specific jurisdiction.