Under what circumstances would an invalid provision in the Buona franchise agreement not affect the enforceability of the remaining provisions?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
XXII. SEVERABILITY AND CONSTRUCTION
22.1 Severability. Except as expressly provided to the contrary in this Agreement, each article, section, paragraph, part, term, and provision of this Agreement shall be considered severable. If, for any reason, any article, section, part, term, or provision of this Agreement is determined to be invalid, contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation, or have any other effect upon, such other portions, articles, sections, parts, terms, or provisions of this Agreement as may remain otherwise enforceable, and the latter shall continue to be given full force and effect to bind the parties hereto, the invalid portions, articles, sections, parts, terms or provisions being deemed not to be part of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement contains a severability clause. This clause dictates that if a court or agency with jurisdiction determines any part of the agreement to be invalid or in conflict with existing or future laws, this determination will not impact the enforceability of the remaining portions of the agreement.
In practical terms, this means that if a specific clause in the Buona franchise agreement is found to be unenforceable, the rest of the agreement remains valid and binding. The invalid portion is essentially removed from the agreement, and the remaining terms continue to govern the relationship between Buona and the franchisee. This is a fairly standard provision in franchise agreements, designed to protect the overall contract from being invalidated due to a single problematic clause.
This severability clause offers a degree of protection for both Buona and the franchisee. It prevents the entire agreement from being thrown out due to one potentially flawed provision. However, it's important to note the clause also states that the remaining enforceable parts of the agreement will continue to bind both parties. Franchisees should be aware of this clause and understand that even if a part of the agreement is deemed invalid, they are still obligated to comply with the remaining terms.