Does Casiola have the right to modify an invalid term in the franchise agreement?
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unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.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 Casiola's 2024 Franchise Disclosure Document, Casiola has the right to modify terms and conditions in the franchise agreement under certain circumstances. Specifically, if any applicable law or rule deems a term or condition of the agreement, or any specification, standard, or operating procedure prescribed by Casiola, as invalid or unenforceable, Casiola has the discretion to modify the term or condition to the extent required to make it valid and enforceable.
This modification is not unilaterally applied across all jurisdictions. The modifications are effective only in those jurisdictions where the terms and conditions, specifications, standards, or operating procedures are found to be unenforceable. However, Casiola retains the option to extend the applicability of these modifications to other jurisdictions if it chooses to do so. In jurisdictions where the modifications are not applied, the original agreement remains in force.
As a Casiola franchisee, you agree to be bound by any substituted or modified term and condition of the agreement. This includes accepting the maximum duty permitted by law that is prescribed within the terms of any provision of the agreement. This may involve striking portions of terms and conditions or reducing the scope of any promise or covenant to comply with a court order. This ensures that the franchise agreement remains compliant with applicable laws and regulations, while also allowing Casiola to maintain operational standards and procedures to the greatest extent possible.