What happens if a portion of the Belocal franchise agreement is deemed invalid?
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, illegal, or conflicts with existing or future laws, that determination will not affect the remaining parts of the agreement. The remaining provisions will still be in full effect and bind the parties.
In such a case, the invalid portion will be removed from the agreement, and a similar provision that is valid and does not conflict with any law or regulation will automatically be added. This ensures that the agreement remains as close as possible to the original intent of both Belocal and the franchisee.
This clause is designed to maintain the integrity of the franchise agreement as much as possible, even if certain parts are challenged and found to be unenforceable. It reflects a common practice in franchising to protect the overall agreement and the relationship between the franchisor and franchisee. Franchisees should be aware of this clause as it clarifies how disputes over specific terms will be handled without necessarily invalidating the entire agreement.