Does the Better Blend Franchise Agreement consider each covenant independent of others?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
n, termination, or transfer, as applicable. If the Franchise Agreement is terminated before the Territory is determined, then the area of non-competition will be the Site Selection Area and within five miles the territory of any other Better Blend business operating on the date of termination. If a given Better Blend business does not have a defined territory, then for purposes of this Section its territory will be deemed to be a 3-mile radius.
- (c) Interpretation. Guarantor agrees that each of the foregoing covenants is independent of any other covenant or provision of this Guaranty or the Franchise Agreement. If all or any portion of the covenants in this Section is held to be unenforceable or unreasonable by any court or arbitrator, then the parties intend that the court or arbitrator modify such restriction to the extent reasonably necessary to protect the legitimate business interests of BBF.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
According to the 2024 Better Blend Franchise Disclosure Document, the Franchise Agreement stipulates that each covenant within the agreement is considered independent of any other covenant or provision. This means that if one part of the agreement is found to be unenforceable, it does not automatically invalidate the rest of the agreement. This applies specifically to the non-compete covenants within the agreement.
For a prospective Better Blend franchisee, this independence clause is significant. It ensures that even if a specific clause is successfully challenged, the core obligations and rights outlined in the Franchise Agreement remain intact. This provides a level of stability and predictability, as the entire agreement won't collapse due to a single point of contention.
Furthermore, the FDD states that if any portion of the non-compete covenants is deemed unenforceable or unreasonable by a court or arbitrator, the intention is for the restriction to be modified only to the extent necessary to protect Better Blend's legitimate business interests. This suggests a willingness to find a middle ground and adjust the terms rather than rigidly enforcing potentially overbroad restrictions. This flexibility can be beneficial for franchisees as it allows for a more equitable resolution in case of disputes over non-compete clauses.
This approach is fairly standard in franchising, as franchisors aim to maintain the overall integrity of their agreements while also recognizing the need for reasonable and enforceable terms. Franchisees should still carefully review all covenants and seek legal counsel to understand their specific obligations and rights under the Better Blend Franchise Agreement.