In the Aira Fitness Guaranty, if a provision is found illegal, invalid, or unenforceable, what happens if it can be modified to become legal, valid, and enforceable?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- (h) Severability. If a court of competent jurisdiction finds any provision of this Guaranty to be illegal, invalid or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid or unenforceable as to any other circumstances. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Guaranty. Unless otherwise required by law, the illegality, invalidity or unenforceability of any provision of this Guaranty shall not affect the legality validity or enforceability of any other provision of this Guaranty.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, if a court determines that any part of the Guaranty is illegal, invalid, or cannot be enforced, that determination will not automatically invalidate the entire Guaranty. Instead, the specific problematic section will be addressed.
Specifically, if it is possible, the problematic section will be modified to make it legal, valid, and enforceable. This means Aira Fitness will attempt to revise the clause to comply with the law while still achieving its original intent.
However, if the problematic section cannot be modified in this way, it will be removed from the Guaranty altogether. The rest of the Guaranty will remain in effect, unless the law states otherwise. This "severability" clause aims to preserve as much of the original agreement as possible, even if some parts are deemed unenforceable.