What is the scope of the claims released in relation to the Pearce Bespoke Franchise Agreement?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
This General Release of Claims will not apply to claims arising under the Franchise Investment Protection Act, Chapter 19.100 RCW, or the rules adopted thereunder.
WHEREAS, Franchisor and Franchisee have entered into a Franchise Agreement ("Agreement") pursuant to which Franchisee was granted the right to own and operate a Pearce Bespoke business;
WHEREAS, [Franchisee has notified Franchisor of its desire to transfer the Agreement and all rights related thereto, or an ownership interest in Franchisee, to a transferee/enter into a successor franchise agreement/amend the Agreement] OR [the Agreement is being terminated/or indicate other reason for the requirement of this waiver and release], and Franchisor has consented to such; and
WHEREAS, as a condition to Franchisor's consent, Releasor has agreed to execute this Release upon the terms and conditions stated below.
NOW, THEREFORE, in consideration of Franchisor's consent, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, Releasor hereby agrees as follows:
- 1. Representations and Warranties. Releasor represents and warrants that it is duly authorized to enter into this Release and to perform the terms and obligations herein contained, and has not assigned, transferred, or conveyed, either voluntarily or by operation of law, any of its rights or claims against Franchisor or any of the rights, claims, or obligations being terminated and released hereunder. Each individual executing this Release on behalf of Franchisee represents and warrants that he/she is duly authorized to enter into and execute this Release on behalf of Franchisee. Releasor further represents and warrants that all individuals that currently hold a direct or indirect ownership interest in Franchisee are signatories to this Release.
- 2. Release. 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 Pearce Bespoke's 2025 Franchise Disclosure Document, the General Release of Claims outlines the scope of claims released by the franchisee. As a condition of the franchisor's consent to certain actions like a franchise transfer, renewal, or amendment, the franchisee (referred to as "Releasor") agrees to release the franchisor from various claims and liabilities. This release covers all known and unknown claims, past and present, that the Releasor may have against the Franchisor.
The release specifically includes claims, liabilities, damages, expenses, actions, or causes of action arising directly or indirectly from the execution and performance of the Franchise Agreement, as well as the offer and sale of the franchise. However, the release does not extend to claims arising under the Franchise Investment Protection Act, Chapter 19.100 RCW, or its associated rules.
In practical terms, a Pearce Bespoke franchisee signing this release waives their right to sue the franchisor for most issues related to the franchise agreement, with the exception of claims protected by the Franchise Investment Protection Act. This is a significant commitment, as it potentially limits the franchisee's legal recourse against the franchisor. Prospective franchisees should carefully consider the implications of this release and consult with an attorney to understand their rights and obligations before signing.