Does the Learningrx General Release cover claims of defamation?
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. 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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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 of defamation. The agreement states that the franchisee releases Learningrx from any and all claims, demands, damages, actions, or suits of any kind, including defamation, that the franchisee ever had, now has, or may have through the effective date of the release. This release applies to all agreements or contracts existing between the franchisee and Learningrx prior to or as of the effective date.
This means that a Learningrx franchisee, by signing the General Release, is waiving their right to sue Learningrx for defamation, among other potential claims. This is a significant legal commitment, as it prevents the franchisee from pursuing legal action against Learningrx for actions that could harm their reputation or business. The FDD specifies that the release applies to both known and unknown claims, further emphasizing the breadth of this waiver.
The document also clarifies that the release represents a compromise of all specified claims, whether past, present, or future, and that signing the release does not constitute an admission of liability by either party. It also states that no promises, representations, or warranties have been made to induce the release, other than what is expressly stated in the document. This reinforces the idea that the franchisee is entering into the release knowingly and voluntarily.
However, 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. Therefore, franchisees in Maryland and Washington have some protection under those state-specific laws, despite the general release. Prospective franchisees should carefully review the General Release with their legal counsel to fully understand its implications and how it affects their rights.