Under what circumstances can a court impose limitations on the terms of the Bang Cookies 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's 2024 Franchise Disclosure Document, a court may impose limitations on the terms of the franchise agreement if any section, subsection, or portion of the agreement is deemed unenforceable. This ensures that the unenforceability of one part of the agreement does not invalidate the entire contract.
Specifically, the agreement states that the court can impose limitations it deems necessary to make the terms reasonable in scope, duration, and geographic area. This provision is designed to maintain the overall fairness and enforceability of the agreement by allowing a court to modify specific terms that might be considered overly broad or restrictive.
For a prospective Bang Cookies franchisee, this clause offers a degree of protection. If certain terms, such as non-compete clauses or territorial restrictions, are challenged and found to be unreasonable, a court has the power to modify those terms to be more equitable. This can prevent the franchisee from being bound by unduly burdensome conditions, while still upholding the core intent of the franchise agreement. It is important for franchisees to understand this clause, as it provides a mechanism for ensuring that the agreement remains fair and reasonable throughout its term.