If a part of the Belocal Transfer Agreement is deemed invalid, what happens to the remaining parts?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Severability. 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 22 — CONTRACTS (FDD page 71)
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, the rest of the agreement will remain in effect.
The determination of invalidity will not affect the operation of the remaining intelligible portions of the Transfer Agreement, and those parts will continue to bind the parties. The invalid parts 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 type of clause is standard in franchise agreements to protect the overall enforceability of the contract, and ensures that minor legal issues do not invalidate the entire agreement, which could have significant repercussions for both Belocal and the franchisee.