What is the process for modifying or rewriting unenforceable terms 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 the 2024 Bang Cookies Franchise Disclosure Document, the franchise agreement contains a severability clause that addresses the modification of unenforceable terms. Specifically, if any section, subsection, or portion of the agreement is deemed unenforceable, it does not invalidate the remaining parts of the agreement. Instead, the parties agree that a court can impose limitations on the terms to make them reasonable in scope, duration, and geographic area. This ensures that the core intent of the agreement is upheld as much as possible, even if specific clauses are found to be unenforceable.
This clause is beneficial for both Bang Cookies and the franchisee because it provides a mechanism to preserve the agreement despite potential legal challenges to specific terms. It avoids a situation where a single unenforceable clause could nullify the entire contract, which would be disruptive and costly for both parties. The court's ability to modify the terms allows for a more equitable resolution, tailoring the agreement to comply with applicable laws while maintaining its overall purpose.
However, it's important to note that the extent of the court's modifications is subject to its discretion, and there is no guarantee that the resulting terms will be entirely favorable to either party. Franchisees should be aware that while this clause offers some protection against overly broad or restrictive terms, it also means they may be bound by modified terms that they did not originally agree to. Therefore, it is crucial for prospective Bang Cookies franchisees to carefully review the entire franchise agreement with legal counsel to understand the potential implications of each clause and how the severability provision might affect them.
Additionally, Bang Cookies includes a specific amendment for franchisees in Washington State, addressing potential conflicts with the Washington Franchise Investment Protection Act. This amendment covers aspects such as arbitration location, conflict of laws, waivers of rights, transfer fees, and non-competition agreements, ensuring compliance with Washington state law. This highlights the importance of understanding state-specific franchise laws and how they may modify the standard franchise agreement.