What is the scope of the release provided by the Releasor to the Released Parties in the Pearce Bespoke agreement?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Releasor, which includes the franchisee and any individual holding an ownership interest in the franchisee, provides a broad release to the Released Parties. The Released Parties include Pearce Bespoke Franchising, LLC, its affiliates, parents, subsidiaries, related companies, divisions, partnerships, and their past and present officers, directors, agents, partners, shareholders, employees, representatives, successors, assigns, attorneys, and the spouses of such individuals.
The scope of this release covers any and all claims, liabilities, damages, expenses, actions, or causes of action that the Releasor may have, whether known or unknown, past or present, absolute or contingent, suspected or unsuspected. 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 apply to claims arising under the Franchise Investment Protection Act, Chapter 19.100 RCW, for Washington State franchisees.
This general release is a standard form that Pearce Bespoke may require in circumstances such as a renewal of the franchise or as a condition of approving a sale of the franchise. The Releasor also agrees to perform further actions and deliver additional agreements as required to confirm the release. The agreement containing the release specifies that it constitutes the entire agreement and supersedes all prior agreements regarding the subject matter, and can only be modified in writing signed by all parties.
Prospective Pearce Bespoke franchisees should carefully review the general release with legal counsel to fully understand the extent of the claims they are waiving. Franchisees in Washington State should note the exception for claims arising under the Franchise Investment Protection Act. The breadth of this release means franchisees give up rights to sue Pearce Bespoke for a wide range of issues, so understanding the implications is crucial before signing.