If a court finds the non-compete restrictions in the Best Brains franchise agreement unreasonable, how will the restrictions be modified?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
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 Best Brains's 2025 Franchise Disclosure Document, the franchise agreement addresses the possibility of a court finding the non-compete restrictions unreasonable. Specifically, if a court of competent jurisdiction determines that the duration, scope, or geographic area of the non-compete and no-solicitation clauses are unreasonable and therefore unenforceable, the restrictions will be modified.
In such a case, the duration, scope, and/or geographic area of the restrictions will remain in full force and effect to the maximum extent allowed by the court. This means that the court will reduce the restrictions only to the extent necessary to make them enforceable, rather than invalidating them entirely.
For a prospective Best Brains franchisee, this clause provides some clarity and protection. It indicates that Best Brains intends to enforce the non-compete provisions to the fullest extent legally possible, but also acknowledges that courts may impose limits. Franchisees should be aware of the specific non-compete terms and consider the potential impact on their future activities if they leave the Best Brains system.