If a provision of the Buildingstars Franchise Agreement is declared invalid, does it affect the validity of the remaining portions?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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 restrictive covenant, shall be interpreted and applied consistent with the requirements of reasonableness and equity.
Source: Item 23 — RECEIPT (FDD pages 43–217)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, if a provision within the Franchise Agreement is deemed invalid, it will not impact the enforceability of the remaining portions of the agreement. The document specifies that the rest of the agreement will remain in full effect, as if the agreement had been executed without the invalid portion. This is a fairly standard 'severability' clause in franchise agreements.
Additionally, if any restriction within the agreement is considered too broad to be enforceable, a court is authorized to modify or limit the restriction to the extent necessary to allow it to be enforced. This ensures that the agreement remains as close as possible to the original intent of both parties, while still complying with legal requirements.
All covenants within the Buildingstars Franchise Agreement, including those related to restrictive covenants, will be interpreted and applied in a manner consistent with reasonableness and equity. This clause provides some reassurance to the franchisee that the agreement will be interpreted fairly, and not in an overly strict or punitive manner.