Does the Ledgers franchise agreement require the franchisee to release all claims against the Released Parties?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
10.8. Release of Prior Claims
By executing this Agreement, the Franchisee, on behalf of yourselves and your heirs, legal representatives, successors and assigns, and each assignee of this Agreement, forever releases and discharges us, our past and present employees, agents, members, officers, and directors, including any of our parent, subsidiary and affiliated entities, their respective past and present employees, agents, members, officers, and directors, from any and all Claims arising prior to the date of this Agreement. However, this release does not apply to any Claim you may have arising from representations in our Franchise Disclosure Document.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, the franchise agreement includes a clause regarding the release of prior claims. By signing the agreement, the franchisee agrees to release Ledgers and its associated parties from any claims arising before the agreement's date. This release extends to the franchisee's heirs, legal representatives, successors, and assignees, as well as Ledgers' past and present employees, agents, members, officers, and directors, including parent, subsidiary, and affiliated entities.
However, there is a significant exception to this release. The franchisee does not waive any claims arising from representations made in Ledgers' Franchise Disclosure Document itself. This ensures that franchisees retain the right to pursue claims if they believe they were misled by information provided in the FDD.
It's important to note that this release, and potentially other releases within the agreement, may not be fully enforceable in certain states like Maryland and Washington. For example, Maryland law stipulates that a general release required for renewal, sale, or transfer does not apply to liabilities under the Maryland Franchise Registration and Disclosure Law. Similarly, Washington law voids releases that waive compliance with the Washington Franchise Investment Protection Act unless specific conditions are met, such as a negotiated settlement with independent counsel.