Who is included in the definition of 'Releasees' according to the Learningrx franchise agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to Learningrx's 2025 Franchise Disclosure Document, the term 'Releasees' is comprehensively defined within the context of a general release agreement. This agreement, outlined in Exhibit G, requires the franchisee to release Learningrx and related parties from potential claims. The definition of 'Releasees' is broad, encompassing not only Learningrx itself but also its successors, agents, assigns, officers, directors, shareholders, employees, representatives, and any other persons, firms, and corporations. This essentially means the franchisee agrees to not pursue legal action against a wide range of entities and individuals associated with Learningrx.
This definition is important for prospective Learningrx franchisees to understand because it significantly limits their ability to sue Learningrx or any of its affiliates. The release covers all claims, demands, damages, actions, and causes of action, 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 matter related to the franchise agreement up to the effective date of the release.
The scope of this release is further clarified by specifying that it applies to all agreements or contracts existing between the franchisee and Learningrx prior to or as of the effective date of the release. However, there are some exceptions. 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.
Franchisees should carefully review the General Release (Exhibit G) with legal counsel to fully understand the implications of this clause before signing the franchise agreement. Understanding the scope and limitations of the release is crucial for assessing the risks and benefits of investing in a Learningrx franchise.