If a restriction in the Buildingstars Franchise Agreement is deemed too broad, can a court modify it?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, if a restriction within the agreement is considered too broad to be enforced, a court with the appropriate jurisdiction is authorized to modify or limit the restriction. This modification would be to the extent necessary to allow the restriction to be enforced. This applies to all covenants, including those related to non-solicitation and non-competition, which must be interpreted and applied reasonably and equitably.
Buildingstars also retains the right to reduce the scope of any covenant within Sections IX and X of the agreement without the franchisee's consent. This modification becomes effective immediately once the franchisee receives written notice. The franchisee is then obligated to comply with the covenant as it has been modified.
This clause provides Buildingstars with some flexibility in enforcing the agreement. It also offers a degree of protection to the franchisee, as it ensures that restrictions are not overly broad or unreasonable. Prospective franchisees should understand that while the agreement aims for reasonableness, Buildingstars ultimately has the power to modify covenants, and the franchisee is bound to comply with these changes.