What should happen to the invalid portions of the Belocal franchise agreement?
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 Agreement shall be considered severable; and if, for any reason, any portion, section, part, term, or provision is determined by a court or agency having valid jurisdiction to be invalid and contrary to, or in conflict with, any existing or future law or regulation, such determination shall not impair the operation of, or have any other effect upon, the other portions, sections, parts, terms, or provisions of this Agreement that may remain otherwise intelligible, and the latter shall continue to be given full force and effect and bind the parties; the invalid portions, sections, parts, terms, or provisions shall be deemed not to be part of this Agreement; and such portion, section, part, term, or provision as similar as possible to that which was severed shall automatically be added, which addition shall be valid and not contrary to or in conflict with any law or regulation.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if a court or agency with jurisdiction determines that any part of the agreement is invalid, contrary to, or in conflict with any existing or future law or regulation, that determination will not affect the remaining parts of the agreement. The remaining sections, parts, terms, or provisions that are intelligible will remain in full effect and bind the parties.
The invalid portions will be considered as if they were never part of the agreement. Furthermore, a portion, section, part, term, or provision that is as similar as possible to the severed part will automatically be added, provided that this addition is valid and does not conflict with any law or regulation. This ensures that the agreement remains as close as possible to the original intent of both parties, even if certain parts are deemed unenforceable.
For a prospective Belocal franchisee, this clause offers some protection. It means that if a specific clause is found to be unenforceable, the entire agreement will not be voided. Instead, the rest of the agreement remains in effect, and an attempt will be made to replace the invalid clause with something similar that is legally sound. This can help maintain the stability and enforceability of the franchise relationship, even if unforeseen legal challenges arise.