What happens if a clause in the Brain Balance agreement is deemed excessively broad?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- If any clause or provision of this Agreement is held to be excessively broad, that provision shall thereafter be deemed limited in scope and application only to the extent necessary to preserve its enforceability under the law. If any provision of this Agreement is held entirely unenforceable, that provision shall be deemed severed therefrom, and the remaining provisions of this Agreement shall be enforceable and shall be construed independent of that provision.
Source: Item 23 — RECEIPTS (FDD pages 72–292)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, if a clause within the franchise agreement is found to be excessively broad, its scope and application will be limited only to the extent necessary to ensure it remains enforceable under the law. This means that the clause will be interpreted and applied in a narrower way, so that it is still valid and legally binding, but not as far-reaching as initially written.
If a provision is deemed entirely unenforceable, it will be removed or severed from the agreement. However, the remaining provisions of the agreement will still be valid and enforceable. These remaining provisions will be interpreted independently of the severed provision.
This clause ensures that as much of the original agreement as possible remains in effect, even if some parts are found to be problematic. This approach is fairly standard in franchise agreements, as it aims to balance the interests of both the franchisor and the franchisee while adhering to legal requirements.