What options does a court have to modify an unenforceable term in the Bang Cookies franchise agreement?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
- (b) Each section of this Agreement, including each subsection and portion thereof, is severable. In the event that any section, subsection or portion of this Agreement is unenforceable, it shall not affect the enforceability of any other section, subsection or portion; and each party to this Agreement agrees that the court may impose such limitations on the terms of this Agreement as it deems in its discretion necessary to make such terms reasonable in scope, duration and geographic area.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
According to Bang Cookies' 2024 Franchise Disclosure Document, if any part of the franchise agreement is deemed unenforceable, the court has the authority to impose limitations on the terms of the agreement. These limitations are at the court's discretion and are intended to make the terms reasonable in scope, duration, and geographic area. This ensures that the rest of the agreement remains enforceable, providing a balanced approach to contractual obligations.
For a prospective Bang Cookies franchisee, this means that if a specific clause, such as a non-compete agreement, is found to be overly restrictive, a court can modify it rather than invalidate the entire agreement. This could involve reducing the geographic area where the non-compete applies or shortening the duration of the restriction. The goal is to find a middle ground that protects Bang Cookies' interests without unduly burdening the franchisee.
This clause offers a degree of flexibility and protection for both parties. It prevents minor issues with specific terms from nullifying the entire agreement, which could lead to costly and time-consuming renegotiations or legal battles. Franchisees should be aware of this provision, as it could impact the enforceability of certain clauses and their rights and obligations under the franchise agreement. It is advisable to seek legal counsel to understand the implications of this clause fully.