If a court modifies a provision of the Bambu MUD Agreement, what is the goal of the modification?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event that any arbitrator or court of competent jurisdiction determines that any provision of this MUD Agreement is unenforceable as written for any reason, then the parties hereby request and authorize the arbitrator or court to "blue pencil" such provision so as to make it enforceable and to best carry out the intent of the parties, or to deem such provision severed from this MUD Agreement if it cannot be so modified.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, if a court determines that any provision of the MUD (Multi-Unit Development) Agreement is unenforceable, the parties request and authorize the court to modify the provision to make it enforceable and best carry out the original intent of the parties. If the court cannot modify the provision in this way, it may sever the provision from the MUD Agreement.
This clause ensures that as much of the original agreement as possible remains in effect, even if one part is deemed invalid. It reflects a common legal strategy to preserve the overall contract by addressing specific problematic clauses rather than invalidating the entire agreement. This approach provides clarity and predictability for both Bambu and the franchisee.
For a prospective Bambu franchisee, this means that the MUD Agreement is designed to remain as intact as possible. If a specific clause is ever challenged and found unenforceable, the agreement includes a mechanism to either revise the clause to align with legal requirements or remove it entirely, without jeopardizing the rest of the agreement. This offers some assurance that the core terms of the development arrangement will continue to govern the relationship, even if minor adjustments are needed over time due to legal challenges.