Does Learningrx require franchisees to assent to a release that deprives them of rights and protections?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
If you are a franchisee in any of the following states, please do not answer Questions 4 or 11 – 15, as such questions are not applicable to you: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin
Do not sign this Questionnaire if you are a resident of California, Maryland or Washington, or your business will be operated in the states of California, Maryland or Washington.
All Representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law
This Questionnaire does not waive any liability LearningRx may have under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.
No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
- 18.14 Set Off. Franchisee may not set off any amounts owed to Franchisor under this Agreement nor may Franchisee withhold any amounts owed to Franchisor due to any alleged non-performance by Franchisor under this Agreement. Franchisee waives any right to set off.
BY SIGNING THIS AGREEMENT, FRANCHISEE ACKNOWLEDGES THAT:
- 19.1 FRANCHISEE HAS CONDUCTED AN INDEPENDENT INVESTIGATION OF THE LEARNINGRX SYSTEM AND RECOGNIZES THAT THE BUSINESS CONTEMPLATED BY THIS AGREEMENT INVOLVES BUSINESS RISK AND WILL LARGELY DEPEND UPON THE ABILITY OF FRANCHISEE AS AN INDEPENDENT BUSINESS PERSON; AND
- 19.2 FRANCHISEE IS NOT A PARTY TO OR SUBJECT TO AGREEMENTS THAT MIGHT CONFLICT WITH THE TERMS OF THIS AGREEMENT AND AGREES NOT TO ENTER INTO ANY CONFLICTING AGREEMENTS DURING THE TERM OR ANY RENEWAL TERMS; AND
- 19.3 FRANCHISEE HAS RECEIVED THE FRANCHISE DISCLOSURE DOCUMENT REQUIRED BY THE FEDERAL TRADE COMMISSION WITH APPLICABLE EXHIBITS AT LEAST FOURTEEN (14) CALENDAR DAYS BEFORE THE DATE ON WHICH THIS AGREEMENT WAS EXECUTED AND HAS RECEIVED A COPY OF THE COMPLETE LEARNINGRX FRANCHISE AGREEMENT AT LEAST FOURTEEN (14) CALENDAR DAYS BEFORE THE DATE ON WHICH THIS AGREEMENT OR ANY PAYMENT WAS MADE TO FRANCHISOR.
Minnesota Rule 2860.4400D prohibits us from requiring you to assent to a general release. The franchise disclosure document, Franchise Agreement and Area Developer Agreement are modified accordingly, to the extent required by Minnesota law.
Source: Item 23 — RECEIPT (FDD pages 54–209)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the franchise agreement contains provisions that address waivers, releases, and acknowledgements of rights, particularly in relation to state franchise laws. For franchisees in certain states like California, Maryland, and Washington, the New Franchisee Disclosure Questionnaire explicitly states not to be signed if they are residents of or will operate their business in those states. This suggests that Learningrx recognizes specific state laws that may conflict with certain provisions in their standard franchise agreement.
For franchisees in Virginia and Minnesota, the FDD includes addenda that modify the franchise agreement to comply with state laws. Specifically, these addenda state that no statement, questionnaire, or acknowledgement signed by a franchisee can waive claims under applicable state franchise laws, including fraud in the inducement, or disclaim reliance on statements made by Learningrx. These provisions supersede any conflicting terms in other documents executed in connection with the franchise. Minnesota law also prohibits Learningrx from requiring franchisees to assent to a general release, and the franchise documents are modified accordingly.
Furthermore, the Learningrx franchise agreement includes an acknowledgement section where the franchisee confirms they have conducted an independent investigation, recognizes the business risks, and have received the Franchise Disclosure Document at least 14 days before signing the agreement. While this acknowledgement doesn't explicitly waive rights, it does emphasize the franchisee's responsibility to conduct due diligence. Additionally, the franchise agreement specifies that franchisees waive any right to set off amounts owed to Learningrx due to alleged non-performance by Learningrx.
Overall, while Learningrx's franchise agreement includes standard acknowledgements and waivers, it also contains addenda and modifications for certain states to ensure compliance with local franchise laws and protect franchisees' rights. Prospective franchisees should carefully review these provisions and consult with legal counsel to understand their rights and obligations under the franchise agreement, particularly in their specific state.