Who is releasing whom from claims, debts, and liabilities in the Jersey Mikes Assignment of Area Development Agreement?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
rship Interests in ADA:
Name(s) of Authorized Signatory or Signatories:
-
- DEVELOPER(S)'S GUARANTOR(S):
-
- The Franchisor, the Assignor, the Assignee, and Guarantors shall execute this Assignment which shall be attached to and become part of the Area Development Agreement.
-
- Except as amended by this Assignment, the Area Development Agreement remains in full force and effect.
RELEASES. Developer, Guarantors, Assignor(s) and Assignee(s) jointly and severally release and forever discharge Company, its affiliates, and their respective heirs, successors, members, shareholders, partners, officers and directors, representatives, assigns, attorney, agents and employees, (collectively "Affiliates"), of and from any claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action of every nature, character and description, known or unknown, vested or contingent, including without limitation, claims arising directly or indirectly related to (a) the Area Development Agreement and this Assignment Agreement (collectively the "Area Development Agreement"), (b) the entry into the Area Development Agreement, (c) the execution, delivery and performance of the Area Development Agreement, and (d) the Franchised Business, which Developer, Guarantors, Assignor(s) and Assignee(s) now own or hold or have at any time heretofore owned or held, or may at any time own or hold against Affiliates, arising prior to and including the Effective Date, including, but not limited to, all claims related to any violations of federal and state franchise, relationship, and business opportunity laws.
Each of the undersigned has executed this Assignment of Area Development Agreement as of the Effective Date below.
Peter Cancro, Chief Executive Officer Date: (Effective Date of Assignment of Area Development Agreement) ASSIGNOR: By:_____ Date: By: _____ ASSIGNEE: Date: Date: GUARANTORS: By:____ Date: By: _____
FRANCHISOR: A SUB ABOVE, LLC
A SUB ABOVE, LLC ASSIGNMENT OF AREA DEVELOPMENT AGREEMENT (California)
This Assignment of Area Development Agreement is made by and between A Sub Above, LLC, a Delaware limited liability company having its principal place of business at 2251 Landmark Place, Manasquan, New Jersey 08736, (the "Franchisor"), [ORIGINAL DEVELOPER] (the "Assignor"), [NEW ENTITY] (the "Assignee"), and [GUARANTORS] (the "Guarantors").
Source: Item 22 — CONTRACTS (FDD page 77)
What This Means (2025 FDD)
According to Jersey Mike's 2025 Franchise Disclosure Document, the Assignment of Area Development Agreement involves mutual releases between parties. Specifically, the Developer, Guarantors, Assignor(s), and Assignee(s) jointly release Jersey Mike's (referred to as "Company"), its affiliates, and their respective personnel from any claims, debts, liabilities, demands, obligations, costs, expenses, actions, and causes of action. This release covers all types of claims, whether known or unknown, vested or contingent.
This release extends to claims directly or indirectly related to the Area Development Agreement, including the Assignment Agreement itself, the entry into the Area Development Agreement, its execution, delivery, and performance, and the Franchised Business. The release applies to claims that the Developer, Guarantors, Assignor(s), and Assignee(s) currently hold or have held in the past against Jersey Mike's Affiliates. The release is effective up to and including the Effective Date of the Assignment, and it includes claims related to violations of federal and state franchise, relationship, and business opportunity laws.
In practical terms, this means that if a franchisee is assigned to a new territory or if their development agreement is transferred, all involved parties give up their rights to sue Jersey Mike's for any past issues related to the development agreement or franchise operations. This is a significant point for potential franchisees to consider, as it limits their ability to seek legal recourse for events that occurred before the assignment's effective date. Jersey Mike's also requires that the Developer and its Affiliates and their respective Principals and Guarantors provide to Franchisor an unconditional, general release of all claims it may have against Franchisor, its Affiliates, and their respective officers, directors, shareholders, partners and employees.
Additionally, each party acknowledges that they are releasing unknown claims and waiving rights under California Civil Code Section 1542 or similar laws. This means they are giving up the right to make claims based on facts they don't currently know but may discover later. This waiver is a critical aspect of the release, as it prevents parties from later claiming they were unaware of certain issues when they signed the agreement. Franchisees should fully understand the implications of this waiver before signing.