Is there a financial threshold mentioned in the Mr. Sandless release agreement that triggers specific obligations?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
1. Release by Releasor:
Releasor does for itself, its successors and assigns, hereby release and forever discharge generally the Franchisor and any affiliate, wholly owned or controlled corporation, subsidiary, successor or assign thereof and any shareholder, officer, director, employee, or agent of any of them, from any and all claims, demands, damages, injuries, agreements and contracts, indebtedness, accounts of every kind or nature, whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual or potential, which Releasor may now have, or may hereafter claim to have or to have acquired against them of whatever source or origin, arising out of or related to any and all transactions of any kind or character at any time prior to and including the date hereof, including generally any and all claims at law or in equity, those arising under the common law or state or federal statutes, rules or regulations such as, by way of example only, franchising, securities and anti-trust statutes, rules or regulations, in any way arising out of or connected with the Agreement, and further promises never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any action thereon against the Franchisor, any affiliate, successor, assign, parent corporation, subsidiary, director, officer, shareholder, employee, agent, executor, administrator, estate, trustee or heir, in any court or tribunal of the United States of America, any state thereof, or any other jurisdiction for any matter or claim arising before execution of this Agreement. In the event Releasor breaches any of the promises covenants, or undertakings made herein by any act or omission, Releasor shall pay, by way of indemnification, all costs and expenses of the Franchisor caused by the act or omission, including reasonable attorneys' fees.
Source: Item 23 — RECEIPTS (FDD pages 42–167)
What This Means (2025 FDD)
According to the 2025 Mr. Sandless Franchise Disclosure Document, the release agreement outlines obligations related to potential breaches but does not specify a particular financial threshold that triggers these obligations. The agreement states that if the Releasor (the franchisee) breaches any promises, covenants, or undertakings made within the agreement through any act or omission, the Releasor is obligated to indemnify Mr. Sandless for all costs and expenses incurred as a result of the breach. This indemnification includes covering reasonable attorneys' fees.
This means that if a Mr. Sandless franchisee violates the terms of the release agreement, they could be financially responsible for covering Mr. Sandless's associated costs, including legal fees. The agreement aims to protect Mr. Sandless from financial losses resulting from a franchisee's failure to uphold their commitments within the release agreement. The agreement emphasizes that the franchisee is responsible for any costs incurred by Mr. Sandless due to the franchisee's actions or failures to act as agreed.
It is important to note that the agreement is governed by Pennsylvania law, which influences its interpretation and enforcement. Any legal actions related to the agreement must be filed in the Commonwealth of Pennsylvania. The agreement is binding upon the assigns, successors, heirs, and legal representatives of the involved parties. This ensures that the obligations and benefits of the agreement extend to those who may inherit or succeed the parties involved.
Prospective Mr. Sandless franchisees should carefully review the release agreement (Exhibit E) with their legal counsel to fully understand their obligations and potential financial responsibilities in case of a breach. Franchisees in Washington State should note that the general release does not apply to claims arising under the Washington Franchise Investment Protection Act.