If a provision in the Bath Tune Up agreement is invalid, does that invalidate the entire agreement?
Bath_Tune_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
Nothing contained in this Agreement will be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any provisions of this Agreement or the Manuals and any present or future statute, law, ordinance, regulation, or judicial decision, contrary to which the parties have no legal right to contract, the statute, law, ordinance, regulation, or judicial decision will prevail, but in that event the provision of this Agreement or the Manuals thus affected will be curtailed and limited only to the extent necessary to bring it within the requirements of the law. If any part, Section, sentence, or clause of this Agreement or the Manuals is held to be indefinite, invalid, or otherwise unenforceable, the indefinite, invalid or unenforceable provision will be considered deleted, and the remaining parts will continue in full force and effect, unless the provision pertains to the payment of fees under Section 4, in which case this Agreement will terminate.
Source: Item 22 — CONTRACTS (FDD page 52)
What This Means (2025 FDD)
According to Bath Tune Up's 2025 Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if any part of the agreement is deemed indefinite, invalid, or unenforceable, that specific part will be removed, and the rest of the agreement will remain in effect.
However, there is a significant exception to this general rule. If the provision that is deemed invalid pertains to the payment of fees under Section 4 of the agreement, the entire agreement will terminate. This is a critical point for prospective franchisees to understand, as any issue affecting fee payments could lead to the termination of their franchise agreement.
This type of clause is relatively standard in franchise agreements. It aims to preserve the overall contract while addressing specific issues that may arise. However, the exception related to fee payments highlights the importance Bath Tune Up places on franchisees' financial obligations, making it essential for franchisees to ensure they fully understand and can meet these obligations.