Does Bang Cookies have the right to modify invalid or unenforceable terms in the franchise agreement?
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unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.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 right to modify terms and conditions in the franchise agreement that are deemed invalid or unenforceable under applicable laws or rules. If any term, condition, specification, standard, or operating procedure prescribed by Bang Cookies is considered invalid or unenforceable, the franchisor can modify it to the extent required to make it valid and enforceable. This modification is at Bang Cookies's sole discretion.
The franchisee agrees to be bound by any substituted or modified term, condition, or operating procedure. This includes accepting the maximum duty permitted by law within the terms of any provision, as if it were originally part of the agreement. Such modifications may involve removing portions of terms, conditions, specifications, standards, or operating procedures that a court deems unenforceable, or reducing the scope of any promise or covenant to comply with a court order.
These modifications are effective only in jurisdictions where the terms are found unenforceable, unless Bang Cookies decides to apply them more broadly. In jurisdictions where the terms are enforceable, the original agreement remains in effect. This clause ensures that Bang Cookies can adapt the franchise agreement to comply with local laws while maintaining the agreement's original intent as much as possible.