Are there any representations as to damages or liability made in the Learningrx release agreement?
Learningrx Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to the 2025 Learningrx Franchise Disclosure Document, the general release agreement specifies that no representations as to damages or liability have been made by the franchisor. The agreement emphasizes that it represents a compromise of all claims, past, present, or future, and that the execution of the release should not be construed as an admission of liability on the part of any party, with liability being expressly denied. This indicates that Learningrx is not acknowledging any fault or responsibility by entering into the release agreement.
The release agreement also states that the consideration mentioned within the document is the only consideration provided by the released parties. It further clarifies that no other party, agent, or attorney has made any promise, representation, or warranty to induce the release, except as expressly stated in the agreement. Franchisees are not relying on any external promises or representations as consideration for the release. This provision aims to prevent franchisees from later claiming they were misled or induced into signing the release based on promises not included in the written agreement.
Furthermore, the Learningrx release includes clauses to ensure its enforceability and finality. It states that the franchisee acknowledges having carefully read and understood the agreement, signing it as their own free act. The agreement also contains an integration clause, stating that it represents the entire understanding between the parties and supersedes any prior negotiations or agreements. This is designed to prevent disputes based on previous discussions or understandings that are not explicitly included in the release. However, the general release shall 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, RCW 19.100, and the rules adopted thereunder.