In the Casiola franchise agreement, does the franchisee agree to be bound by any substituted term imposing the maximum duty permitted by law?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
- (2) If any applicable and binding law or rule requires a greater prior notice of the termination of this Agreement than is required in this Agreement, or the taking of some other action not required by this Agreement, or if under any applicable and binding law or rule, any term and condition of this Agreement, or any specification, standard, or operating procedure Franchisor prescribes is invalid or unenforceable, then the greater prior notice and/or other action required by law or rule shall be substituted for the comparable provisions, and Franchisor has the right, in its sole discretion, to modify the invalid or unenforceable term and condition, specification, standard, or operating procedure to the extent required to be valid and enforceable.
Franchisee agrees to be bound by any such substituted and/or modified term and condition of this Agreement imposing the maximum duty permitted by law that is prescribed within the terms of any provision of this Agreement as though it were originally and separately articulated in, and made a part of, this Agreement as of the Effective Date and/or any specification, standard or operating procedure Franchisor prescribes, which may result from striking from any terms and conditions, specifications, standards, or operating procedures, and any portion or portions thereof, a court may hold to be unenforceable or from reducing the scope of any promise or covenant to the extent required to comply with a court order.
Modifications to this Agreement shall be effective only in those jurisdictions in which such terms and conditions, specifications, standards, or operating procedures are found to be unenforceable, unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to the 2024 Casiola Franchise Disclosure Document, franchisees agree to be bound by substituted or modified terms in the agreement. Specifically, if any law or rule requires greater notice for termination than the agreement stipulates, or if any term is deemed invalid, the law or rule will take precedence.
This means that Casiola has the right to modify any term or condition, specification, standard, or operating procedure to ensure it is valid and enforceable under applicable laws. The franchisee agrees to adhere to any such substituted or modified term, accepting the maximum duty permitted by law as if it were originally part of the agreement. This could involve removing unenforceable portions of the agreement or reducing the scope of a covenant to comply with a court order.
These modifications are effective only in jurisdictions where the original terms are unenforceable, unless Casiola decides to apply them more broadly. In other jurisdictions, the original agreement remains in effect. This clause ensures that the Casiola franchise agreement remains compliant with local laws and regulations, while also binding the franchisee to the maximum extent legally permissible.