Is there a Release form included in the Ledgers Franchise Disclosure Document?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
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.
10.9. Counterparts
This Agreement may be executed by the parties in this Agreement in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. The Agreement may be signed and delivered electronically via email, facsimile or other means, which will each have the same legal effect as if signed in hardcopy with traditional ink.
[Signature Page Follows]
Intending to be bound all the provisions expressed in this Agreement, on ("Effective Date") the authorized representatives of each Party affix his or her signature below to signify acceptance. Franchisee Entity: Ledgers Franchisee Entity Address Signator Signator Address
Schedule 1-Territory
Your Territory will be defined here.
Schedule 2- Automatic Bank Draft Authorization
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- Release- Franchisee and all Franchises' guarantors, members, employees, agents, successors, assigns and affiliates fully and finally release and forever discharge Releasee, its past and present agents, employees, officers, directors, members, Area Representatives, Franchisees, successors, assigns and affiliates (collectively "Released Parties") from any and all claims, actions, causes of action, contractual rights, demands, damages, costs, loss of services, expenses and compensation which Area Representative could assert against Released Parties or any of them up through and including the date of this Release.
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- THIS IS A SPECIFIC RELEASE GIVING UP ALL RIGHTS WITH RESPECT TO THE TRANSACTIONS OR OCCURRENCES THAT ARE BEING RELEASED UNDER THIS AGREEMENT.
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- California Releasor- You represent and warrant that YOU EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS UNDER CALIFORNIA CIVIL CODE §1542, which provides as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
- The above Release does not apply to any liabilities arising under the California Franchise Investment Law, the California Franchise Relations Act, Indiana Code § 23-2-2.5.1 through 23-2-2.7-7, the Maryland Franchise Registration and Disclosure Law, Michigan Franchise Investment Law, Minnesota Franchise Act, North Dakota franchise laws, the Rhode Island Investment Act, and the Washington Franchise Investment Protection Act.
You must sign a general release if you renew or transfer your franchise. California Corporation Code 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code 31000 through 31516). Business and Professions Code 20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code 20000 through 20043).
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
Yes, according to the 2025 Ledgers Franchise Disclosure Document, there are references to release forms and related clauses within the franchise agreement. Specifically, Item 22 discusses contracts and includes information about releases, particularly concerning prior claims and general releases required upon renewal or transfer of the franchise.
Section 10.8 of the Franchise Agreement outlines a release of prior claims, where the franchisee releases Ledgers from any claims arising before the agreement date, excluding claims related to representations in the Franchise Disclosure Document. Additionally, the document mentions that franchisees may be required to sign a general release when renewing or transferring their franchise. For California franchisees, California Corporation Code 31512 voids any waiver of rights under the Franchise Investment Law.
Exhibit A includes state addenda that may supersede portions of the Franchise Agreement, and Exhibit B references a release within the table of contents of the Franchise Agreement. Exhibit C is related to financial statements. The document also includes a specific release giving up all rights with respect to the transactions or occurrences that are being released under the agreement. This release includes a waiver of rights under California Civil Code §1542, although this release does not apply to liabilities arising under specific state franchise laws, including those of California, Indiana, Maryland, Michigan, Minnesota, North Dakota, Rhode Island, and Washington.
Prospective franchisees should carefully review all release clauses with legal counsel to understand their implications, especially concerning their rights under state franchise laws. The interplay between the general release and specific state laws is critical, as some state laws prevent the waiver of certain franchisee rights. Franchisees should also pay close attention to the conditions under which a release is required, such as renewal or transfer, and the scope of claims being released.