Is the Learningrx General Release intended to be a full and final settlement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
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- This Release shall be governed by and construed pursuant to the laws of the State of Colorado.
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- This Release may be executed in two copies, each of which shall be deemed an original.
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- The general release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
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- 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.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the General Release is indeed intended to be a full and final settlement. The document explicitly states that by signing the release, the franchisee acknowledges a "full and complete compromise, settlement, and accord and satisfaction" and agrees never to sue the released parties based on any promise, representation, or warranty not expressly outlined in the release. This indicates that Learningrx aims to resolve all existing and potential disputes comprehensively through this release.
Furthermore, the Learningrx FDD emphasizes that the General Release encompasses all claims, whether known or unknown, that the franchisee ever had, currently has, or may have in the future. This includes claims related to breach of contract, defamation, or any other cause. The franchisee also acknowledges that the settlement is a compromise of all specified claims, whether past, present, or future, and that executing the release does not constitute an admission of liability by any party. This reinforces the intention of Learningrx to achieve a complete and irreversible resolution of any disputes.
However, the Learningrx FDD also notes some 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. This means that franchisees in Maryland and Washington retain certain rights and protections under their respective state franchise laws, even after signing the General Release. Prospective franchisees should carefully review these exceptions and consult with legal counsel to understand their rights and obligations fully.
In summary, the Learningrx General Release is designed to be a comprehensive settlement of all potential claims between the franchisee and the franchisor, with specific exceptions for certain state franchise laws. Franchisees should carefully consider the implications of signing such a release and seek legal advice to ensure they fully understand the rights they are waiving.