In the event that a section of the Belocal Transfer Agreement is deemed invalid, will the remaining sections of the agreement still be enforced?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
| Except as expressly provided to the contrary herein, each portion, section, | |
|---|---|
| part, term, and provision of this Transfer Agreement will be considered severable; and if, for any reason, | |
| any portion, section, part, term, or provision is determined to be invalid and contrary to, or in conflict with, | |
| any existing or future law or regulation by a court or agency having valid jurisdiction, such determination | |
| will not impair the operation of, or have any other effect upon, the other portions, sections, parts, terms, or | |
| provisions of this Transfer Agreement that may remain otherwise intelligible, and the latter will continue | |
| to be given full force and effect and bind the parties; the invalid portions, sections, parts, terms, or provisions | |
| will be deemed not to be part of this Transfer Agreement; and such portion, section, part, term, or provision | |
| as similar as possible to that which was severed will automatically be added, which addition will be valid | |
| and not contrary to or in conflict with any law or regulation |
Source: Item 23 — RECEIPTS (FDD pages 71–242)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the Transfer Agreement contains a severability clause. This means that if a court or agency with jurisdiction determines that any part of the Transfer Agreement is invalid because it conflicts with existing or future laws or regulations, that determination will not affect the rest of the agreement. The remaining parts of the Transfer Agreement that are understandable will still be valid and enforceable.
In practical terms, this clause protects both Belocal and the franchisee. If a single provision is found to be unenforceable, the entire agreement does not collapse. This provides stability and predictability for both parties.
Moreover, the clause specifies that the invalid portion will be removed and replaced with a similar provision that is valid and does not conflict with any laws or regulations. This ensures that the original intent of the parties is preserved as much as possible while complying with legal requirements. This type of clause is standard in franchise agreements to mitigate the risk of the entire agreement being invalidated due to a single problematic provision.