Does the Buildingstars agreement allow for severability of its covenants?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
and not a penalty. BUILDINGSTARS has the right to collect these amounts in addition to exercising any and all other rights BUILDINGSTARS may have for non-compliance under this Agreement.
XVI. MISCELLANEOUS PROVISIONS
A. Waiver. No waiver by BUILDINGSTARS of any default of the FRANCHISEE shall constitute a waiver of any other default and shall not preclude BUILDINGSTARS from thereafter requiring strict compliance with this Agreement.
B. Severability. Should any provision of this Agreement be construed or declared invalid, such decision shall not affect the validity of any remaining portion which shall remain in full force and effect as if this Agreement had been executed with such invalid portion eliminated. If any restriction contained in this Agreement is deemed too broad to be capable of enforcement, a court of competent jurisdiction is hereby authorized to modify or limit such restriction to the extent necessary to permit its enforcement. All covenants contained in this Agreement, including but not limited to those relating to non-solicitation and non-competition shall be interpreted and applied consistent with the requirements of reasonableness and equity.
C. Injunctive Relief. In the event of any breach or threatened breach of this Agreement by any party, the other party shall immediately be entitled to injunctive relief, in addition to any other remedies available to it, (including a temporary restraining order, preliminary injunction and specific performance) without showing or proving any actual damage sustained and shall not thereby be deemed to have elected its only remedy to the exclusion of others. If BUILDINGSTARS seeks injunctive relief, it shall not be required to post a bond.
D. Entire Agreement. This Agreement and all other written agreements related to this Agreement and expressly referenced in this Agreement, represent the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings and representations (if any) made by and between the parties. No representations, inducements, promises or agreements, oral or otherwise, if any, not embodied in this Agreement shall be of any force and effect; provided, however, that nothing in this or any related agreement is intended to disclaim BUILDINGSTARS' representations made in the franchise disclosure document that was furnished to FRANCHISEE in connection with the offering to operate the Business. No amendment to this Agreement is binding unless executed in writing by both parties.
E.
Source: Item 23 — RECEIPT (FDD pages 43–217)
What This Means (2025 FDD)
According to the 2025 Buildingstars Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if a court finds any part of the agreement to be invalid, the remaining parts of the agreement will still be valid and enforceable.
Specifically, if a restriction within the agreement is considered too broad, a court can modify or limit the restriction to make it enforceable. This ensures that the entire agreement doesn't become invalid due to one unenforceable clause. All covenants, including those related to restrictive covenants, will be interpreted and applied reasonably and equitably.
Buildingstars also states its intention to restrict franchisee activities only to the extent necessary to protect its legitimate business interests. The covenants within Sections IX and X of the agreement are considered severable and independent. Buildingstars has the right to reduce the scope of any covenant in Sections IX and X with written notice to the franchisee, who must then comply with the modified covenant. This ensures that the restrictions are reasonable and do not unduly burden the franchisee's ability to earn a livelihood.