In the Brain Balance franchise agreement, what is the significance of the severability clause?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
20.02. FRANCHISEE acknowledges that its franchise is one of a number of Brain Balance® Centers using COMPANY's service marks and style of conduct and that the failure on the part of FRANCHISEE to comply with any of the terms of this Agreement could cause irreparable damage to some or all of the other offices franchised or operated by COMPANY and to COMPANY's business. Therefore, and notwithstanding the provisions contained in Paragraph 20.01 above, FRANCHISEE agrees that upon the happening of any Non-Curable Default or Event of Default set forth in Section 17.01 or 17.02, or in the event of a threatened breach by FRANCHISEE of any of the terms of this Agreement, COMPANY shall have the immediate right to secure a court order enjoining any such default or threatened breach. If this Agreement shall have been terminated, FRANCHISEE may be enjoined from any continued operation of any Center franchised under this Agreement and/or the Franchised Business. This covenant shall be independent and severable and shall be enforceable notwithstanding any other rights or remedies that either party may have.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the severability clause within the franchise agreement ensures that if any specific part of the agreement is deemed unenforceable by a court, the remaining provisions of the agreement will still remain in full effect. Specifically, in section 20.02, it states that the covenant allowing Brain Balance to seek a court order to prevent a franchisee's breach of the agreement is independent and severable.
For a prospective Brain Balance franchisee, this means that even if a particular clause is found to be invalid, the rest of the franchise agreement remains binding. This provides a level of security and predictability for both the franchisee and Brain Balance, as it prevents the entire agreement from being nullified due to a problem with one specific section.
This is a fairly standard provision in franchise agreements. It is designed to protect the overall integrity and enforceability of the contract, regardless of potential challenges to individual clauses. Franchisees should be aware of this clause, as it reinforces the importance of understanding the entire agreement and fulfilling its obligations, since most of the agreement will remain in effect even if one part is successfully challenged.