If a clause is deemed separable in the Bens Soft Pretzels agreement, how are the terms adjusted?
Bens_Soft_Pretzels Franchise · 2025 FDDAnswer from 2025 FDD Document
Should one or more clauses of this Agreement be held void or unenforceable for any reason by any court of competent jurisdiction, such clause or clauses will be deemed to be separable in such jurisdiction and the remainder of this Agreement is valid and in full force and effect and the terms of this Agreement must be equitably adjusted so as to compensate the appropriate party for any consideration lost because of the elimination of such clause or clauses. It is the intent and expectation of each of the parties that each provision of this Agreement will be honored, carried out and enforced as written. Consequently, each of the parties agrees that any provision of this Agreement sought to be enforced in any proceeding must, at the election of the party seeking enforcement and notwithstanding the availability of an adequate remedy at law, be enforced by specific performance or any other equitable remedy.
Source: Item 22 — CONTRACTS (FDD pages 46–47)
What This Means (2025 FDD)
According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, if a court of competent jurisdiction deems one or more clauses of the agreement void or unenforceable, those clauses will be considered separable within that jurisdiction. The remainder of the agreement will remain valid and in full effect.
Specifically, the terms of the Bens Soft Pretzels agreement must be equitably adjusted to compensate the appropriate party for any consideration lost due to the removal of the clause or clauses. This ensures that the overall intent of the agreement is maintained as much as possible, even with the removal of specific provisions.
Bens Soft Pretzels emphasizes that it is the intent and expectation of all parties that every provision of the agreement will be honored, carried out, and enforced as written. Consequently, any provision of the agreement sought to be enforced in any proceeding must, at the election of the party seeking enforcement, be enforced by specific performance or any other equitable remedy, notwithstanding the availability of an adequate remedy at law. This highlights the importance Bens Soft Pretzels places on upholding the agreement's provisions and ensuring fair compensation if any part is deemed unenforceable.