Under the Casiola Franchise Agreement, what happens if a court modifies the terms of the 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unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.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, if any term or condition of the Franchise Agreement, or any specification, standard, or operating procedure that Casiola prescribes is deemed invalid or unenforceable under any applicable and binding law or rule, then the law or rule will take precedence. Casiola has the right to modify the invalid or unenforceable term or condition, specification, standard, or operating procedure to the extent required to be valid and enforceable.
The franchisee agrees to be bound by any such substituted and/or modified term and condition of the Casiola Franchise Agreement imposing the maximum duty permitted by law that is prescribed within the terms of any provision of the agreement. This applies as though it were originally and separately articulated in, and made a part of, the agreement as of the effective date. This also applies to any specification, standard, or operating procedure Casiola 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 the Casiola Franchise Agreement are effective only in those jurisdictions in which such terms and conditions, specifications, standards, or operating procedures are found to be unenforceable, unless Casiola elects to give them greater applicability. In that case, the agreement will be enforced as originally made in all other jurisdictions. This means that a franchisee may be subject to different terms based on the jurisdiction they are operating in, and Casiola retains the right to apply changes more broadly if they choose.