Can an invalid provision of the All Team General Release be reformed?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
If any provision of this General Release is found or declared invalid or unenforceable by any arbitrator, court or other competent authority having jurisdiction, such finding or declaration shall not invalidate any other provision hereof and this General Release shall thereafter continue in full force and effect except that such invalid or unenforceable provision, and (if necessary) other provisions hereof, shall be reformed by such arbitrator, court or other competent authority so as to effect insofar as is practicable, the intention of the parties set forth in this General Release, provided that if such arbitrator, court or other competent authority is unable or unwilling to effect such reformation, the invalid or unenforceable provision shall be deemed deleted to the same extent as if it had never existed.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, if any provision in the General Release is deemed invalid or unenforceable by an arbitrator, court, or other competent authority, that finding will not invalidate the remaining provisions. Instead, the General Release will remain in effect, with the invalid or unenforceable provision being reformed by the arbitrator, court, or authority. The goal of this reformation is to align the provision as closely as possible with the original intentions of the parties as outlined in the General Release.
However, if the arbitrator, court, or other competent authority is either unable or unwilling to reform the provision, it will be treated as if it never existed and will be deleted from the General Release. This ensures that the rest of the agreement remains valid and enforceable, even if a specific part is found to be flawed.
This clause provides a level of protection for both All Team and the franchisee, as it prevents a single invalid provision from nullifying the entire agreement. It also allows for a mechanism to correct any issues while still maintaining the overall intent of the General Release. Prospective franchisees should understand this clause as it outlines the process for dealing with potentially invalid provisions and ensures the continuity of the agreement.