What happens if a court deems the Browns Chicken non-compete agreement too broad?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
To the extent that Section 15, Paragraph E of Section 21, or any other paragraph or section is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length of time, but could be enforceable by reducing any or all thereof, Franchisee and Brown agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought.
If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of or refusal to renew this Agreement than is required hereunder, or the taking of some other action not required hereunder, or if under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure prescribed by Brown is invalid or unenforceable, the prior notice and/or other action required by such law or rule shall be substituted for the comparable provisions hereof, and Brown shall have the right, in its sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to be valid and enforceable.
Franchisee agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof, or any specification, standard or operating procedure prescribed by Brown, any portion or portions which a court may hold to be unenforceable in a final decision to which Brown is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order.
Such modifications to this Agreement shall be effective only in such jurisdiction, unless Brown elects to give them greater applicability, and shall be enforced as originally made and entered in all other jurisdictions.
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Browns Chicken Franchise Disclosure Document, if a court finds the non-compete agreement too broad in terms of area, prohibited business activity, or time, Browns Chicken and the franchisee agree that the agreement will be enforced to the fullest extent permissible under applicable laws and public policies. This means that the court may reduce the scope of the non-compete agreement to make it enforceable.
Browns Chicken may modify any unenforceable provision, standard, or operating procedure to the extent required to make it valid and enforceable. The franchisee agrees to be bound by the maximum duty permitted by law, even if it means removing portions of the agreement that a court deems unenforceable. This could involve striking out certain provisions or reducing the scope of a promise or covenant to comply with a court order.
Any modifications to the agreement will be effective only in the jurisdiction where the court ruling was made, unless Browns Chicken decides to apply the changes more broadly. In other jurisdictions, the agreement will be enforced as originally written. This ensures that the non-compete agreement remains as effective as possible, while also complying with legal requirements.