What is the effect of the Pearce Bespoke General Release on claims arising out of the sale of the franchise?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Releasor and its subsidiaries, affiliates, parents, divisions, successors and assigns, and all persons or firms claiming by, through, under, or on behalf of any or all of them, hereby release, acquit, and forever discharge Franchisor, any and all of its affiliates, parents, subsidiaries, or related companies, divisions, and partnerships, and its and their past and present officers, directors, agents, partners, shareholders, employees, representatives, successors and assigns, and attorneys, and the spouses of such individuals (collectively, the "Released Parties"), from any and all claims, liabilities, damages, expenses, actions, or causes of action which Releasor may now have or has ever had, whether known or unknown, past or present, absolute or contingent, suspected or unsuspected, of any nature whatsoever, including without limiting the generality of the foregoing, all claims, liabilities, damages, expenses, actions, or causes of action directly or indirectly arising out of or relating to the execution and performance of the Agreement and the
offer and sale of the franchise related thereto, except to the extent such liabilities are payable by the applicable indemnified party in connection with a third party claim.
Source: Item 23 — RECEIPTS (FDD pages 39–172)
What This Means (2025 FDD)
According to the 2025 FDD, the Pearce Bespoke General Release of Claims, when executed, releases Pearce Bespoke Franchising, LLC and its related parties from any and all claims, liabilities, damages, expenses, actions, or causes of action that the franchisee (Releasor) may have. This includes claims directly or indirectly arising out of or relating to the execution and performance of the Franchise Agreement and the offer and sale of the franchise. However, this release does not extend to liabilities payable by the applicable indemnified party in connection with a third-party claim.
Pearce Bespoke may require a franchisee to sign this release in circumstances such as a renewal of the franchise or as a condition of approving a sale of the franchise. By signing the release, the franchisee agrees to release Pearce Bespoke from any known or unknown claims related to the franchise agreement, with the intention of being legally bound by the terms. The franchisee also warrants that they are authorized to enter into the release and have not assigned any rights or claims against Pearce Bespoke.
It's important to note that for franchisees in Washington State, this release does not apply to claims arising under the Franchise Investment Protection Act, Chapter 19.100 RCW, or the rules adopted thereunder. This carve-out provides additional protection to franchisees in Washington State regarding their statutory rights.
The General Release includes several miscellaneous terms, such as an acknowledgement that the Releasor has read and understands the release, that they had the opportunity to discuss it with legal counsel, and that the release is governed by the laws of the state where the Franchised Business is located. The release constitutes the entire agreement and supersedes all prior agreements, and can only be modified in writing signed by all parties.