What happens if any provision of the Batteries Plus Bulbs agreement is unenforceable?
Batteries_Plus_Bulbs Franchise · 2025 FDDAnswer from 2025 FDD Document
All provisions of this Agreement are severable and this Agreement will be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and enforceable provisions will be enforced to the extent valid and enforceable.
If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of or non-renewal of this Agreement than is required, or the taking of some other action not required, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by Franchisor is invalid or unenforceable, the prior notice and/or other action required by law or rule will be substituted for the comparable provisions.
In addition, Franchisor may unilaterally reduce the scope of any of Franchisee's obligations under this Agreement upon notice to Franchisee.
Source: Item 22 — Contracts (FDD page 80)
What This Means (2025 FDD)
According to Batteries Plus Bulbs's 2025 Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if any part of the agreement is deemed completely invalid or unenforceable, the rest of the agreement will still be interpreted and enforced as if the invalid parts were never there. If a provision is only partially valid or enforceable, it will be enforced to the extent that it is valid and enforceable.
Additionally, if any applicable law or rule requires a greater prior notice of termination or non-renewal than the agreement stipulates, or necessitates some other action not already required, then the requirements of that law or rule will take precedence. Similarly, if any provision or operating procedure is deemed invalid or unenforceable under any applicable law, the legally required action will be substituted for the comparable provision.
Batteries Plus Bulbs also retains the right to unilaterally reduce the scope of a franchisee's obligations under the agreement by providing notice to the franchisee. This provides Batteries Plus Bulbs with some flexibility to adjust the agreement as needed without invalidating the entire contract. This type of clause is fairly standard in franchise agreements to protect the overall enforceability of the contract.