What is the effect of the release on claims that are presently unknown in the Nothing Bundt Cakes franchise agreement?
Nothing_Bundt_Cakes Franchise · 2025 FDDAnswer from 2025 FDD Document
1. Release by Releasor:
Releasor does for itself, its successors, assigns, personal representatives, agents, owners, managers, members, officers, employees, principals and affiliated entities (Releasor Parties"), hereby forever release and discharge Franchisor and any past or present, direct or indirect affiliate, wholly owned or controlled corporation, subsidiary, successor or assign thereof and any past or present shareholder, member, manager, officer, director, employee, or agent of any of them ("collectively, the "NBC Parties") from any and all claims, demands, costs, expenses, causes of action, damages, suits, duties, liabilities, agreements and contracts, indebtedness, accounts of every kind or nature, whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual or potential (all such matters, collectively, "Claims"), which Releasor and any other Releasor Parties 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 (i) the offer and sale of the Nothing Bundt Cakes franchise, (ii) the Franchise Agreement ,and any renewals thereof, and (iii) the operation of the Bakery up to the date of this release or (iv) otherwise arising out of or related in any way to Releasor's or the Releasor's Parties' relationship, from the beginning of time to the date of the execution of this Release.
Further, Releasor and Releasor Parties promise 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 any of the NBC Parties, 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 Release.
Source: Item 23 — RECEIPTS (FDD pages 93–309)
What This Means (2025 FDD)
According to Nothing Bundt Cakes' 2025 Franchise Disclosure Document, the release signed by the franchisee (or 'Releasor') extends to all claims, whether currently known or unknown. This means that the franchisee is waiving their rights to pursue any claims against Nothing Bundt Cakes, even those that they are not yet aware of or have not yet suspected. This includes claims related to the franchise agreement, the offer and sale of the franchise, and the operation of the bakery.
This broad release has significant implications for prospective Nothing Bundt Cakes franchisees. By signing it, they are giving up the ability to sue Nothing Bundt Cakes for any past actions or omissions, even if those actions or omissions later cause them harm. This could include claims for breach of contract, fraud, or negligence. The release covers a wide range of legal theories, including those arising under common law, state, or federal statutes, rules, or regulations, such as franchising, securities, and anti-trust laws.
The FDD language emphasizes that the release covers all transactions prior to the date of the release's execution and extends from 'the beginning of time' to the execution date. Furthermore, the franchisee agrees never to institute any action against Nothing Bundt Cakes in any court or tribunal regarding any matter or claim arising before the release's execution. This underscores the comprehensive nature of the release and its potential impact on a franchisee's legal rights.
Given the breadth of this release, prospective Nothing Bundt Cakes franchisees should carefully consider its implications and consult with an attorney before signing. They should ensure they understand the rights they are waiving and the potential risks involved. It is crucial to conduct thorough due diligence and address any concerns before committing to the franchise agreement and signing the release.