If a clause is deemed void, how are the terms of the Alloy Franchise Agreement adjusted?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
Should one or more clauses of this Agreement be held void or unenforceable for any reason by any court of competent jurisdiction, such clause or clauses will be deemed to be separable in such jurisdiction and the remainder of this Agreement is valid and in full force and effect and the terms of this Agreement must be equitably adjusted so as to compensate the appropriate party for any consideration lost because of the elimination of such clause or clauses. It is the intent and expectation of each of the parties that each provision of this Agreement will be honored, carried out and enforced as written. Consequently, each of the parties agrees that any provision of this Agreement sought to be enforced in any proceeding must, at the election of the party seeking enforcement and notwithstanding the availability of an adequate remedy at law, be enforced by specific performance or any other equitable remedy.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, if a court of competent jurisdiction deems one or more clauses of the Franchise Agreement void or unenforceable, those clauses will be treated as separable within that jurisdiction. This means the rest of the agreement remains valid and in full effect.
To address the voided clause, the terms of the Franchise Agreement will be equitably adjusted. This adjustment aims to compensate the appropriate party for any consideration they lose due to the elimination of the clause or clauses. The goal is to ensure fairness and maintain the original intent of the agreement as much as possible.
Alloy emphasizes that it intends for all provisions of the agreement to be honored, carried out, and enforced as written. Therefore, the company states that any provision sought to be enforced must, at the election of the party seeking enforcement, be enforced by specific performance or any other equitable remedy, even if an adequate remedy exists at law.