Under the Bojangles Development Agreement, what happens to provisions deemed unreasonable and unenforceable by a court?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in | Summary |
|---|---|---|
| Development | ||
| Agreement | ||
| p. Death or disability of | Section IX.E. | Upon the death or mental incapacity of any person with a |
| franchisee | ||
| direct or indirect interest in you or the Development | ||
| Agreement, interest shall be transferred within | ||
| 12 months after the death or mental incapacity to a | ||
| third party approved by us. | ||
| q. Non-competition | No diversion of business or customers to any | |
| covenants during the | ||
| term of the franchise | ||
| competitor; no injury of our goodwill; no involvement in | ||
| any restaurant business which competes with any | ||
| Bojangles Restaurant or which sells fried chicken, | ||
| biscuits and/or biscuit sandwiches, or other items which | ||
| are featured menu items at Bojangles Restaurants that is | ||
| located in your Assigned Area or within 10 miles of any | ||
| Bojangles Restaurant that is open, planned for | ||
| construction or under construction; no involvement in | ||
| any fast food restaurant business located within your | ||
| Assigned Area or within 10 miles of the site of any | ||
| Restaurant developed under the Development Agreement | ||
| or any Bojangles Restaurant that is open, planned for | ||
| construction or under construction. | ||
| r. Non-competition | For a period of two years, no involvement in any | |
| covenants after the | ||
| franchise is terminated | ||
| or expires | ||
| restaurant business which competes with any Bojangles | ||
| Restaurant or which sells fried chicken, biscuits and/or | ||
| biscuit sandwiches, or other items which are featured | ||
| menu items at Bojangles Restaurants that is located in | ||
| your Assigned Area or within 10 miles of any Bojangles | ||
| Restaurant that is open, planned for construction or under | ||
| construction as of the termination or expiration of the | ||
| agreement; no involvement in any fast food restaurant | ||
| business located within your Assigned Area or within 10 | ||
| miles of the site of any Restaurant developed under the | ||
| Development Agreement or any Bojangles Restaurant | ||
| that is open, planned for construction or under | ||
| construction as of the termination or expiration of the | ||
| agreement. | ||
| s. Modification of the | No modifications generally unless agreed to and | |
| agreement | ||
| executed by the parties to the original agreement. | ||
| Court-determined unreasonable and unenforceable | ||
| provisions shall be replaced by maximum duty permitted | ||
| by law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 55–63)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, if a court determines that any provision in the Development Agreement is unreasonable and unenforceable, the provision will be modified. Specifically, the original provision will be replaced with the maximum duty permitted by law. This ensures that while the original, overly broad or unfair term is struck down, the agreement still holds the franchisee to the fullest extent legally possible.
This clause is fairly standard in franchise agreements. It aims to balance the need for enforceable contracts with legal protections against overreach. For a prospective Bojangles franchisee, this means that even if certain terms seem questionable, a court is unlikely to invalidate the entire agreement. Instead, the court will likely revise the term to something legally sound, which may still impose obligations on the franchisee.
It is important for franchisees to carefully review the Development Agreement with legal counsel to understand the potential implications of each provision and how this modification clause might affect them. While Bojangles is willing to adjust unreasonable terms, the franchisee should be prepared to adhere to the maximum duty permissible under the law, which could still be quite restrictive depending on the specific situation and jurisdiction.