Does the Learningrx General Release cover claims against shareholders of the Learningrx franchisor?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
HEREFORE, 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.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the General Release does cover claims against the franchisor's shareholders. The document specifies that the franchisee and its shareholders, officers, and directors (collectively "Releasor") release and forever discharge Learningrx, including its shareholders, from any and all claims, demands, damages, actions, or suits. This release encompasses both known and unknown claims that the franchisee may have against Learningrx.
This means that by signing the General Release, a Learningrx franchisee agrees to waive any existing or future claims against the franchisor, its officers, directors, shareholders, employees, and representatives. This is a significant commitment, as it limits the franchisee's legal recourse against Learningrx for a wide range of potential issues, including breach of contract and defamation. The release applies to all agreements existing between the franchisee and Learningrx before the effective date of the release.
The document emphasizes that the release is a compromise of all claims, whether past, present, or future, and that executing the release does not constitute an admission of liability by any party. The consideration mentioned in the release is the only consideration paid or to be paid by the released parties, 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.
It is important to note that there are exceptions to the General Release. Specifically, the 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. Prospective Learningrx franchisees should carefully review the General Release and consult with legal counsel to fully understand its implications before signing.