Under 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 the 2025 Brain Balance Franchise Disclosure Document, the severability clause within the franchise agreement ensures that even if one specific part of the agreement is deemed unenforceable by a court, the remaining provisions will still remain in full effect.
Specifically, regarding injunctive relief, the franchise agreement states that the covenant allowing Brain Balance to seek a court order to prevent a franchisee's breach is "independent and severable." This means that Brain Balance's right to obtain an injunction against a franchisee who violates the agreement is valid regardless of the status of any other part of the agreement.
This clause is significant because it protects Brain Balance's interests by ensuring that the core components of the franchise agreement remain enforceable, even if certain provisions are challenged or invalidated. It also underscores the importance of franchisees adhering to the terms of the agreement, as Brain Balance retains the right to seek legal remedies to prevent breaches that could harm the brand or other franchisees.