Does the Ledgers franchise agreement specify that the release extends to the franchisee's successors and assigns?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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 release of prior claims that extends to the franchisee's successors and assigns. Specifically, by signing the agreement, the franchisee agrees to release Ledgers from any claims arising before the agreement's date. This release is made on behalf of the franchisee, their heirs, legal representatives, successors, and assigns, as well as each assignee of the agreement.
This means that not only the franchisee but also anyone who inherits the franchise, takes over the franchise through legal means, or is assigned the franchise agreement is bound by this release. This prevents these parties from bringing claims against Ledgers based on events that occurred before the franchise agreement was signed. However, the release does not cover claims arising from misrepresentations in Ledgers's Franchise Disclosure Document itself, providing some protection to the franchisee regarding the information provided by Ledgers during the franchise sales process.
Such a release is a common practice in franchising, intended to provide the franchisor with legal protection against past issues. Prospective Ledgers franchisees should carefully review the Franchise Disclosure Document and conduct thorough due diligence before signing the agreement to ensure they are not unknowingly waiving any important rights or claims. It is also important to note that the scope of the release is limited to claims arising before the agreement date, meaning that franchisees retain their rights to pursue claims related to events occurring after the agreement is in effect.