Can Bb.Q Chicken unilaterally reduce the scope of the non-compete covenants?
Bb_Q_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
If all or any portion of a covenant in this Section is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which we are a party, you and the Principal(s) expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section.
Source: Item 23 — RECEIPTS (FDD pages 62–283)
What This Means (2025 FDD)
According to Bb.Q Chicken's 2025 Franchise Disclosure Document, the non-compete agreements can be modified by a court or agency with valid jurisdiction. If a court or agency deems any part of the non-compete agreement unreasonable or unenforceable, the franchisee and principals agree to be bound by a lesser covenant that imposes the maximum duty permitted by law. This modified covenant will be treated as if it were originally part of the agreement.
This means that while Bb.Q Chicken cannot unilaterally reduce the scope of the non-compete, a court can modify it, and the franchisee is obligated to abide by the modified terms. This ensures that the non-compete is only as restrictive as legally permissible, protecting the franchisee from overly broad restrictions while still safeguarding Bb.Q Chicken's interests.
For a prospective franchisee, this clause offers a degree of protection. If the non-compete seems overly broad, there is a mechanism for it to be adjusted by a court. However, it also means that the franchisee must be prepared to adhere to a modified non-compete if a court deems the original too restrictive. It is important to note that this clause does not allow the franchisee to challenge the entire non-compete, but rather to seek a more reasonable scope if the original is deemed unenforceable.