Does the Buildingstars Franchise Agreement allow for modification of overly broad restrictions by a court?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Representative Capacity.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the Franchise Agreement addresses the possibility of overly broad restrictions. Specifically, it states that if a court finds any restriction in the agreement too broad to be enforceable, the court is authorized to modify or limit the restriction to the extent necessary to permit its enforcement. This applies to all covenants within the agreement, including those related to non-solicitation and non-competition, which must be interpreted and applied reasonably and equitably.
This provision offers a degree of protection to the Buildingstars franchisee. It means that if a particular restriction, such as a non-compete clause, is deemed overly broad and unreasonable, a court can modify it to make it enforceable rather than striking it down completely. This ensures that the franchisee is not unduly burdened while still protecting Buildingstars's legitimate business interests.
Furthermore, Buildingstars retains the right to reduce the scope of any covenant in Sections IX and X of the agreement, without the franchisee's consent, by providing written notice. The franchisee must then comply with the covenant as modified. This clause provides Buildingstars with an additional mechanism to ensure the enforceability of the restrictions, offering flexibility to adjust the restrictions without requiring court intervention, as long as written notice is provided to the franchisee.