Does the Learningrx General Release supersede prior agreements?
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.
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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 includes provisions that address the superseding of prior agreements. Specifically, the General Release applies to all agreements or contracts existing between the franchisee and Learningrx prior to or as of the effective date of the release. This means that upon signing the General Release, any previous agreements or contracts a franchisee had with Learningrx are superseded by the terms of the release.
The document emphasizes that the settlement evidenced by the release 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 either party. It also states that the consideration mentioned in the release is the only consideration paid or to be paid by the released parties. This reinforces the intent to create a clean break from prior obligations and understandings.
However, there are exceptions to this general rule. The General Release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law, nor does it apply to claims arising under the Washington Franchise Investment Protection Act. Therefore, while the General Release aims to supersede prior agreements, franchisees should be aware of these specific exceptions where prior rights or obligations may still apply. Franchisees should carefully review the General Release and consult with legal counsel to fully understand its implications, especially in Maryland and Washington.