Can Bang Cookies elect to give modifications to the franchise agreement greater applicability than just the jurisdictions where terms were found unenforceable?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
this Agreement than is required in this Agreement, or the taking of some other action not required by this Agreement, or if under any applicable and binding law or rule, any term and condition of this Agreement, or any specification, standard, or operating procedure Franchisor prescribes is invalid or unenforceable, then the greater prior notice and/or other action required by law or rule shall be substituted for the comparable provisions, and Franchisor has the right, in its sole discretion, to modify the invalid or unenforceable term and condition, specification, standard, or operating procedure to the extent required to be valid and enforceable. Franchisee agrees to be bound by any such substituted and/or modified term and condition of this Agreement imposing the maximum duty permitted by law that is prescribed within the terms of any provision of this Agreement as though it were originally and separately articulated in, and made a part of, this Agreement as of the Effective Date and/or any specification, standard or operating procedure Franchisor prescribes, which may result from striking from any terms and conditions, specifications, standards, or operating procedures, and any portion or portions thereof, a court may hold to be unenforceable or from reducing the scope of any promise or covenant to the extent required to comply with a court order. Modifications to this Agreement shall be effective only in those jurisdictions in which such terms and conditions, specifications, standards, or operating procedures are found to be unenforceable, unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, Bang Cookies has the option to apply modifications to the franchise agreement beyond the specific jurisdictions where certain terms have been deemed unenforceable. This means that if a court in one state finds a particular clause invalid, Bang Cookies can choose to implement that modification across all franchise locations, not just those within that state.
This clause provides Bang Cookies with flexibility in maintaining uniformity and consistency within its franchise system. Rather than dealing with a patchwork of different agreements across various states, Bang Cookies can proactively address potential legal issues by applying changes more broadly. This could streamline operations and reduce the risk of future legal challenges in other jurisdictions.
For a prospective Bang Cookies franchisee, this means that the terms of their franchise agreement could be subject to change based on legal decisions in other states. While this could potentially benefit the franchisee if the changes are favorable, it also introduces an element of uncertainty. Franchisees should stay informed about any modifications to the agreement and understand how those changes might impact their business, even if the changes originated from legal challenges in other areas.
It is important for potential franchisees to seek legal counsel to fully understand the implications of this clause and how it might affect their rights and obligations under the franchise agreement. Understanding the scope and potential impact of these modifications is a crucial part of the due diligence process before investing in a Bang Cookies franchise.