Does the Checkers franchise agreement address the severability of its provisions?
Checkers Franchise · 2025 FDDAnswer from 2025 FDD Document
18.01 Severability and Substitution of Provisions. Every part of this Agreement shall be considered severable. If for any reason any part of this Agreement is held to be invalid, that determination shall not impair the other parts
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of this Agreement. If any covenant herein which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of geographical area, type of business activity prohibited and/or length of time, but could be rendered enforceable by reducing any part or all of it, you and we agree that it will be enforced to the fullest extent permissible under applicable law and public policy.
If any applicable law requires a greater prior notice of the termination of or refusal to enter into a successor franchise than is required hereunder, a different standard of "good cause", or the taking of some other action not required hereunder, the prior notice, "good cause" standard and/or other action required by such law shall be substituted for the comparable provisions hereof. If any provision of this Agreement or any specification, standard or operating procedure prescribed by us is invalid or unenforceable under applicable law, we have the right, in our sole discretion, to modify such invalid or unenforceable provision, specification, standard or operating procedure to the extent required to make it valid and enforceable.
Source: Item 22 — CONTRACTS (FDD pages 91–92)
What This Means (2025 FDD)
According to Checkers' 2025 Franchise Disclosure Document, the franchise agreement does address the severability of its provisions. Specifically, the agreement states that every part of the agreement should be considered severable.
This means that if a court finds any part of the agreement to be invalid, that determination will not affect the remaining parts of the agreement. The agreement remains in effect even if certain provisions are deemed unenforceable. This is a fairly standard clause in franchise agreements.
The Checkers franchise agreement further specifies that if any covenant restricting competitive activity is deemed unenforceable due to its scope (geographical area, type of business activity, or length of time), but could be enforceable with some reduction, then the parties agree that it will be enforced to the fullest extent permissible under applicable law and public policy. Additionally, if any applicable law requires a greater prior notice of termination, a different standard of "good cause", or some other action not required in the agreement, then the requirements of that law will be substituted for the comparable provisions in the agreement. Checkers also retains the right to modify any invalid or unenforceable provision, specification, standard, or operating procedure to make it valid and enforceable.
This clause aims to preserve the overall agreement as much as possible, protecting both Checkers and the franchisee by ensuring that the entire contract does not become void due to a single unenforceable clause. Prospective franchisees should understand that while some provisions might be altered or deemed invalid, the core of the agreement will likely remain in force.