If a provision in the Cicis franchise agreement is deemed unlawful, what action can Cicis take?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
If any applicable and binding law or rule of any jurisdiction requires more notice than this Agreement requires of this Agreement's termination or of our refusal to enter into a successor franchise agreement, or some other action that this Agreement does not require, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid, unenforceable, or unlawful, the notice or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and we may modify the invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. You agree to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 65–263)
What This Means (2025 FDD)
According to Cicis's 2025 Franchise Disclosure Document, if any provision within the franchise agreement is deemed invalid, unenforceable, or unlawful due to any applicable and binding law or rule, Cicis has the right to modify or delete the provision entirely. The notice or other action required by the law or rule will be substituted for the comparable provisions of the agreement. The prospective franchisee agrees to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
This clause ensures that the remainder of the franchise agreement remains in effect even if a specific part is found to be unenforceable. This is a fairly standard clause in franchise agreements. It protects Cicis by allowing them to adapt the agreement to comply with legal requirements without invalidating the entire contract.
For a potential franchisee, this means that they must be prepared to adhere to modifications or substitutions made by Cicis to ensure compliance with local laws. It also means understanding that the agreement will be interpreted to impose the maximum duty permitted by law, even if not explicitly stated. Franchisees should seek legal counsel to fully understand the implications of this clause and how it might affect their rights and obligations under the Cicis franchise agreement.