What is the effect of the severability clause in the Best Brains franchise agreement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Post-Term. In the event of termination or expiration of this Agreement, including a transfer of the Franchised Business or your interest in it, you will not, directly or indirectly, for a period of two (2) years offer services similar to those offered by a BEST BRAINS learning center at or within 25 miles of your former location or within 25 miles of any BEST BRAINS location.
- C. No Solicitation. In addition, in the event of the termination or expiration of the Agreement, including a transfer of the Franchised Business or your interest in it, you will not for a two (2) year period, within the same geographic area solicit business for a learning center from any customer of the Franchised Business. If the duration, scope and/or geographic area set forth in this paragraph and Agreement are held to be unreasonable and therefore unenforceable by any court of competent jurisdiction, then the duration, scope and/or geographic area of the foregoing restrictions and agreements shall remain in full force and effect as to such maximum duration, scope and/or geographic area as the court shall allow.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to the 2025 Best Brains Franchise Disclosure Document, the franchise agreement contains a provision addressing the enforceability of non-compete clauses. Specifically, it pertains to the duration, scope, and geographic area restrictions imposed on franchisees after the termination or expiration of their franchise agreement.
This clause states that if a court of competent jurisdiction deems any of these restrictions (duration, scope, or geographic area) to be unreasonable and therefore unenforceable, the restrictions will remain in full force and effect to the maximum extent that the court deems allowable. In practical terms, this means that even if a portion of the non-compete agreement is found to be too broad or restrictive, the remaining enforceable parts will still apply.
For a prospective Best Brains franchisee, this clause has significant implications. It means that the non-compete obligations are designed to be as broad as legally permissible, and franchisees should expect to be bound by these restrictions to the fullest extent allowed by law. This could limit their ability to engage in similar businesses or solicit customers within a certain area and timeframe after leaving the Best Brains system. Franchisees should carefully consider the potential impact of these restrictions on their future career options and consult with legal counsel to fully understand their obligations.
This type of clause is relatively common in franchise agreements, as franchisors seek to protect their brand and market share. However, the specific terms and enforceability can vary depending on state laws and judicial interpretations. Therefore, it is crucial for franchisees to be aware of the specific language in their franchise agreement and to seek legal advice to assess the potential impact on their individual circumstances.