What remedies are available to a party seeking to enforce a provision of the Alloy franchise agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. Severability. 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, parties seeking to enforce the franchise agreement have specific performance or any other equitable remedy available, notwithstanding the availability of an adequate remedy at law. This means that a party can ask a court to order the other party to fulfill their obligations under the agreement, rather than just seeking monetary damages. This is at the election of the party seeking enforcement.
However, the FDD also states that if one or more clauses of the agreement are held void or unenforceable by a court, those clauses will be deemed separable, and the remainder of the agreement will remain in effect. The terms of the agreement will be equitably adjusted to compensate the appropriate party for any consideration lost due to the elimination of the clause. This ensures that the agreement remains as intact as possible while still adhering to legal requirements.
For franchisees in Illinois, the Illinois Addendum to the Franchise Disclosure Document notes that Illinois law governs the Franchise Agreement. It also states that any provision in a franchise agreement that designates jurisdiction or venue outside the State of Illinois is void, although the agreement may provide for arbitration to take place outside of Illinois. Additionally, any attempt to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void. For franchisees in California, the California Business and Professions Code provides rights to the franchisee concerning termination, transfer or non-renewal of a franchise. If the area development agreement contains a provision that is inconsistent with the law, the law will control. For franchisees in Minnesota, the Franchise Agreement cannot require litigation to be conducted outside of Minnesota. Also, no release language shall relieve Alloy from liability imposed by the laws concerning franchising of the State of Minnesota, and no disclaimer shall be construed as waiving any claim of fraud.