If a provision of the Carvel Service Level Agreement is declared invalid, what happens to the remaining provisions?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Should any provision of this Agreement be declared invalid for any reason, such invalid provisions shall not affect the validity of any other provisions, which other provisions shall remain in force and effect as if this Agreement had been executed with the invalid provisions eliminated.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, the Service Level Agreement contains a severability clause. This means that if a court declares any part of the agreement invalid, the remaining provisions will still be valid and remain in effect. The agreement will be interpreted as if it was executed without the invalid provisions.
This is a standard clause in most franchise agreements. It protects the agreement from being entirely invalidated due to a single unenforceable clause. For a Carvel franchisee, this means that even if a specific term is found to be illegal or unenforceable, the rest of the agreement remains binding.
It is important to note that the clause aims to preserve the original intent of the agreement as much as possible. However, franchisees should consult with legal counsel to understand the implications of any specific provision being deemed invalid and how it might affect their rights and obligations under the agreement.