If a provision of the Buildingstars Franchise Agreement is declared invalid, what happens to the rest of the agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
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, if a provision within the Franchise Agreement is deemed invalid, the remaining portions of the agreement will remain in effect. Specifically, the document states that the agreement will be interpreted as if the invalid portion had been removed at the time of execution. This is a fairly standard 'severability' clause in franchise agreements.
This clause protects the overall enforceability of the agreement. Without it, the entire agreement could be voided due to a single problematic clause. For a Buildingstars franchisee, this means that even if a specific term is successfully challenged, the core obligations and rights defined in the agreement will likely still apply.
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 permit its enforcement. This applies specifically to covenants related to non-solicitation and non-competition, which must be interpreted and applied reasonably and equitably. This ensures that these clauses are not overly restrictive and are fair to the franchisee.