Does the Learningrx release agreement cover future claims?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
NOW, THEREFORE, 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:
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.
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.
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.
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 agreement includes a release of future claims. The agreement states that the franchisee releases Learningrx from all claims, demands, damages, actions, or suits of any kind, both known and unknown, that the franchisee ever had, now has, or may have through the Effective Date of the release. This indicates that the release covers not only existing claims but also potential future claims arising from matters occurring up to the Effective Date.
The Learningrx FDD specifies that the settlement evidenced by the release is a compromise of all claims, whether past, present, or future, and that executing the release is not an admission of liability on Learningrx's part. The agreement also emphasizes that it represents the entire understanding between the parties and supersedes any prior negotiations or agreements. This reinforces the comprehensive nature of the release, intending to resolve all potential disputes between the franchisee and Learningrx.
However, the Learningrx release agreement has some limitations. Specifically, 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. This means that franchisees in Maryland and Washington retain their rights to pursue claims under these specific state franchise laws, despite signing the general release. Prospective franchisees should carefully review these exceptions and understand their rights under state law.
It is also important to note that the Learningrx release agreement is made in connection with the franchisee entering into a renewal franchise agreement. This suggests that the release is intended to resolve any outstanding issues or disputes from the prior franchise term as a condition of renewing the franchise agreement. Franchisees should seek legal counsel to fully understand the implications of signing such a release, especially concerning any potential claims they may have against Learningrx.