Does Boulder Designs waive its right to challenge the enforceability of any state law?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
If all or any portion(s) of any provision(s) of this Agreement are held to be invalid, unreasonable, illegal or unenforceable under applicable law, such invalid, unreasonable, illegal or unenforceable portion(s) of any provision(s) shall be amended, limited or excluded from this Agreement to the minimum extent required by applicable law so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.
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- Governing Law. This Agreement is entered into in the State of Texas and shall be construed and interpreted in accordance with the laws of the State of Texas, without regard to any conflict of law principles.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the franchise agreement includes provisions addressing the enforceability of its terms. Specifically, if any part of the agreement is deemed invalid, illegal, or unenforceable under applicable law, the agreement will be modified to the minimum extent necessary to comply with the law while keeping the rest of the agreement in effect. This means Boulder Designs does not waive its right to ensure the agreement is enforceable, but it agrees to modify specific provisions if they conflict with applicable laws.
This approach is fairly standard in franchising, as franchisors seek to create agreements that are as comprehensive as possible while also adhering to varying state and federal regulations. The clause ensures that the entire agreement doesn't become void due to a single unenforceable provision. For a prospective Boulder Designs franchisee, this means that the agreement is designed to be legally sound and that the franchisor is willing to make necessary adjustments to comply with local laws.
However, it's important for a potential franchisee to understand which state laws govern the agreement. The FDD states that the agreement is entered into in the State of Texas and shall be construed and interpreted in accordance with the laws of the State of Texas, without regard to any conflict of law principles. While the enforceability clause ensures compliance with applicable laws, the governing law clause specifies that Texas law will be the primary basis for interpretation. Franchisees should consult with legal counsel to understand the implications of both clauses and how they might affect their specific situation, especially if they are located outside of Texas.