Does the Beard Papas agreement allow for 'blue-lining' of unenforceable terms?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
- (1) Except as expressly provided to the contrary in this Agreement, each term and provision of this Agreement shall be interpreted or otherwise construed to be independent of each other and severable.
Although each term and condition of this Agreement are considered by the parties to be reasonable and intended to be enforceable, if any such term and condition of this Agreement is found by a court of competent jurisdiction, agency, or other governmental agency to be unenforceable as written or otherwise, then such term and condition shall be modified, rewritten, interpreted, or "blue-lined" to include as much of its nature and scope as will render it enforceable.
If such term and condition cannot be so modified, rewritten, interpreted, or "blue-lined" in any respect, then it will not be given effect and severed from this Agreement, and the remainder of this Agreement shall be interpreted, construed and enforced as if such term and condition was not included in this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 58–275)
What This Means (2025 FDD)
According to Beard Papas's 2025 Franchise Disclosure Document, the franchise agreement includes a provision for 'blue-lining'. This means that if a court finds any term or condition of the agreement unenforceable as written, the term will be modified or rewritten to make it enforceable, while preserving its original intent and scope as much as possible.
Specifically, if a term cannot be modified to be enforceable, it will be severed from the agreement, and the rest of the agreement will remain in effect. This ensures that the entire agreement doesn't become invalid due to one unenforceable clause.
This approach is fairly common in franchise agreements. It aims to balance the franchisor's need to maintain consistent standards and protect their brand with the franchisee's need to operate a viable business within the bounds of applicable laws. Prospective Beard Papas franchisees should understand that while the agreement strives to be enforceable, certain terms could be altered or removed if challenged in court.