If a clause is severed from the Alloy franchise agreement, how are the terms of the 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 the 2025 Alloy Franchise Disclosure Document, if a court of competent jurisdiction deems one or more clauses of the agreement void or unenforceable, those clauses will be considered separable within that jurisdiction. The remainder of the agreement will remain valid and in full effect.
The terms of the Alloy franchise agreement must be equitably adjusted to compensate the appropriate party for any consideration lost due to the elimination of the clause or clauses. This means that if a clause is removed, the agreement will be modified to ensure fairness, especially for the party that experiences a loss because of the change.
Alloy emphasizes that it is the intent and expectation of all parties that every provision of the agreement will be honored, carried out, and enforced as written. Consequently, each party agrees that any provision of the 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.