Does the Learningrx General Release apply to agreements entered into after the Effective Date?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
, 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.
-
- 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.
-
- 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.
-
- 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. The terms of this Release are contractual and not a mere recital. Since the purpose of this Release is to end this matter forever, should it develop that there are any errors, mistakes or any omissions in this instrument, whether legal or factual and whether mutual or unilateral, which would cause the release of the parties herein released to be defective or less than complete, then the undersigned Franchisee will sign any and all documents and do any and all things necessary to effectuate a full, final and absolute release of said party.
-
- The undersigned Franchisee further states that it have carefully read the foregoing instrument; that it knows the contents thereof; that it understands and agrees to each and every term and condition contained herein; that it signed the same as its own free act and deed; and that it has not assigned any rights released hereunder to any person or organization, private or governmental.
-
- The terms of this Release arose from negotiations and discussions between the parties. Accordingly, no claimed ambiguity in this Release shall be construed against any party claimed to have drafted or proposed the language in question.
-
- This Release shall be governed by and construed pursuant to the laws of the State of Colorado.
-
- This Release may be executed in two copies, each of which shall be deemed an original.
-
- The general release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
-
- The general release does not apply with respect to claims arising under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.
WITNESS OUR SIGNATURES, this the day of, 20 LearningRx Franchise Corp. (By our Signature above, we attest to this Agreement for stockholders, corporate and individually) (By our Signature above, we attest to this Agreement for stockholders, corporate and individually)
STATE EFFECTIVE DATES & RECEIPTS EXHIBIT H
State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
This document is effective and may be used in the following states, where the document is filed, registered or exempt from registration, as of the Effective Date stated below:
| STATE | EFFECTIVE DATE |
|---|---|
| CALIFORNIA | |
| HAWAII | |
| ILLINOIS | |
| INDIANA | |
| MARYLAND | |
| MICHIGAN | |
| MINNESOTA | |
| NEW YORK | |
| NORTH DAKOTA | |
| RHODE ISLAND | |
| SOUTH DAKOTA | |
| VIRGINIA | |
| WASHINGTON | Pending |
| WISCONSIN |
Other states may require registration, filing, or exemption of a franchise under other laws, such as those that regulate the offer and sale of business opportunities or seller-assisted marketing plans.
RECEIPT (Retain This Copy)
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully.
If LearningRx Franchise Corporation offers you a franchise, it must provide this disclosure document to you 14 calendar days before you sign a binding agreement or make a payment with the franchisor or an affiliate in connection with the proposed franchise sale.
In the States of New York and Rhode Island, the delivery of the Disclosure Document is to be received at the earlier of the first personal meeting or 10 business days before the execution of the franchise or other agreement or the payment of any consideration to us or an affiliate in connection with the proposed franchise sale.
Michigan requires the delivery of the Disclosure Document at least 10 business days before the execution of the franchise or other agreement, or the payment of any consideration, whichever comes first.
If LearningRx Franchise Corporation does not deliver this disclosure document on time or if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, DC 20580, and the appropriate state agency identified on EXHIBIT D.
See EXHIBIT D for our registered agents authorized to receive service of process. A I have received a disclosure document dated January 7, 2025 that included the following Exhibits: Financial Statements Issuance Date: January 7, 2025 Natalie Speakman, Director of Sales, LearningRx Franchise Corporation, 6385 Corporate Drive, Suite 101, Colorado Springs, CO 80819; and 719-264-8808 and 719-264-8808. Dean Tenpas, President, LearningRx Franchise Corporation, 6385 Corporate Drive, Suite 101, Colorado Springs, CO 80819; Kim Hanson, CEO, LearningRx Franchise Corporation, 6385 Corporate Drive, Suite 101, Colorado Springs, CO 80819;
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the General Release primarily applies to agreements existing prior to or as of the Effective Date. The document states that the release covers claims, demands, damages, actions, or suits of any kind through the Effective Date. It explicitly mentions that the Full, Final and Absolute Release applies to all agreements or contracts existing or entered into between the franchisee and Learningrx prior to or as of the Effective Date. This indicates that the release is intended to address past or current issues rather than future agreements.
However, there are exceptions to this. 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. This means that even if a franchisee signs the General Release, they still retain their rights to pursue claims under these specific state laws.
In practical terms, a prospective Learningrx franchisee should understand that the General Release is designed to resolve any existing disputes or liabilities up to the date it is signed. It is crucial to carefully review all agreements with Learningrx and ensure that any concerns or potential claims are addressed before signing the release. Franchisees should also be aware of their rights under state franchise laws, particularly in Maryland and Washington, as these are not affected by the General Release.