Under what circumstances would the partial invalidity of a provision in the Annex Brands franchise agreement affect the remainder of the agreement?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
17. ENFORCEMENT
A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS. Except as expressly provided to the contrary in this Agreement, each Section, Subsection and provision of this Agreement, and any portion thereof, will be considered severable and if, for any reason, any such part of this Agreement is held to be invalid, contrary to or in conflict with any applicable present or future law
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 FDD, Annex Brands' franchise agreement includes a severability clause, meaning that if one part of the agreement is deemed invalid, illegal, or unenforceable, the rest of the agreement will still remain in effect. This applies to each section, subsection, and provision within the agreement, unless explicitly stated otherwise within the agreement itself.
This clause protects the overall enforceability of the franchise agreement. For a prospective Annex Brands franchisee, this means that if a specific clause is found to be invalid due to conflict with local laws or other reasons, the entire agreement will not be voided. Instead, the remaining valid provisions will continue to govern the relationship between the franchisee and Annex Brands.
However, the FDD also states that in North Dakota, the North Dakota Securities Commissioner has determined that requiring a waiver of punitive damages is unfair and unenforceable. The FDD also states that in Washington, the Washington Franchise Investment Protection Act may supersede the franchise agreement in areas of termination and renewal.