What is the effect of the Learningrx release agreement on the franchisee's right to sue the releasees?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
, and this General Release is made and executed by the undersigned Franchisee in connection with the undersigned's entry into a renewal franchise agreement for a renewal term pursuant to Section 3 of the franchise agreement.
NOW, THEREFORE, in consideration of the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned Franchisee agrees and covenants as follows:
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- The undersigned Franchisee and its shareholders, officers, and directors (collectively "Releasor") does hereby release and forever discharge Franchisor, its successors, agents, assigns, officers, directors, shareholders, employees, representatives, and any and all other persons, firms and corporations whatsoever (collectively "Releasees"), from any and all claims, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, both known and unknown, breach of contract, defamation, and any claims whatsoever which the Releasor ever had, now has or hereinafter can, will or may have, for on or by reason of any matter, cause or thing whatsoever, through the Effective Date. This Full, Final and Absolute Release (the "Release") shall apply to all agreements or contracts heretofore existing or entered into by and between the undersigned Franchisee and Franchisor prior to or as of the Effective Date.
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- It is understood and agreed that the settlement evidenced by this Release is a compromise of all claims herein specified, whether past, present or future, that such claims are doubtful and disputed, and that execution of this Release is not to be construed as an admission of liability on the part of any party. Rather, liability is expressly denied.
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- The consideration expressly mentioned herein is the only consideration paid or to be paid by said parties hereby released. No representations as to damages or liability have been made. The parties acknowledge that no other party, or agent, or attorney of any other party, has made any promise, or representation or warranty to induce this Release, not herein expressly set forth, and no such promises, representations or warranties are relied upon as a consideration for this Release, or otherwise, but any and all of the Releasor's claims, of whatever nature are hereby fully and forever released, compromised and settled. Full and complete compromise, settlement, and accord and satisfaction are hereby acknowledged, and it is expressly agreed by the undersigned Franchisee never to sue any of the Releasees on any alleged promise, representation or warranty for this Release not herein expressly set forth.
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- This Agreement contains the entire agreement and understanding between the parties as to the matters specified herein and supersedes and replaces all prior negotiations or proposed agreements on this subject matter, whether written or oral. The terms contained herein may not be modified or amended except in writing signed by the parties.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the General Release agreement significantly limits a franchisee's ability to sue Learningrx and related parties. The franchisee agrees to release Learningrx (the Franchisor), its successors, agents, assigns, officers, directors, shareholders, employees, and representatives (collectively "Releasees") from all known and unknown claims, demands, damages, actions, or suits through the effective date of the release. This includes claims related to breach of contract and defamation. This release applies to all agreements existing between the franchisee and Learningrx before the release's effective date.
The document emphasizes that the release represents a compromise of all claims, past, present, or future, and that executing the release does not constitute an admission of liability by any party. The consideration mentioned in the agreement is the only consideration provided, and no other promises or representations have been made to induce the release. The franchisee acknowledges understanding and agreeing to all terms and conditions within the release.
However, there are some limitations to the release. The general release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law or with respect to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder. The release is governed by Colorado law, and any ambiguities will not be construed against the party who drafted the language. This means that the franchisee gives up certain rights to sue Learningrx, except under the specific conditions noted in the release agreement.