Does Bhc's franchisor's electronic delivery of the franchise agreement affect its legal effectiveness, validity, or enforceability?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
3.5 Electronic Execution and Copies.
- (a) Executed counterparts of this Agreement (or any portion of this Agreement) may be delivered by any of the parties by fax, electrical, digital, magnetic, optical, electromagnetic, or similar capability regardless of the medium of transmission (any such medium is referred to in this section 3.5(a) and the following section 3.5(b) as "electronic"), and such delivery will be effective and binding upon such party, and will not in any way diminish or affect the legal effectiveness, validity or enforceability of this Agreement.
- (b) Franchisee acknowledges and agrees Franchisor may create an electronic record of any or all agreements, correspondence or other communication between Franchisor and Franchisee or involving third parties, and Franchisor may thereafter dispose of or destroy the original of any such document or record. Any such electronic record will be inscribed on a tangible medium or stored in an electronic or other medium and be retrievable in perceivable form and will be maintained in and readable by hardware and software generally available. Notwithstanding any statute, regulation, or other rule of law to the contrary, Franchisee agrees any such electronic version of this or any other agreement or correspondence between the parties will have the same legal effect, validity, and enforceability as an original of any such document, even if the original of such document has been disposed of or intentionally destroyed.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, the electronic delivery of the franchise agreement does not diminish its legal standing. Bhc permits the delivery of executed agreement counterparts via electronic means such as fax, electrical, digital, magnetic, optical, or electromagnetic transmission. This method of delivery is considered effective and binding.
Bhc may also create electronic records of agreements, correspondence, or other communications with franchisees, and may dispose of the original documents. These electronic records, stored in a tangible or electronic medium and retrievable in a perceivable form, will be maintained and readable by generally available hardware and software.
Regardless of any conflicting statutes or regulations, Bhc states that any electronic version of the agreement or correspondence will have the same legal effect, validity, and enforceability as the original, even if the original has been disposed of or intentionally destroyed. This ensures that franchisees and Bhc are legally bound by electronically delivered and stored agreements.