If a court reduces the scope of a promise in the City Publications agreement, what is the franchisee required to do?
City_Publications Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee expressly shall be bound by any promise or covenant imposing the maximum duty permitted by law which is contained within the terms of any provision hereof, as though it were separately stated in and made a part of this Agreement, that may result from striking from any of the provisions hereof any portion or portions which a court may hold to be unreasonable and unenforceable in a final decision to which Franchisor is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order.
Source: Item 23 — RECEIPT (FDD pages 39–129)
What This Means (2025 FDD)
According to City Publications' 2025 Franchise Disclosure Document, franchisees are expressly bound by any promise or covenant imposing the maximum duty permitted by law. This applies even if a court reduces the scope of any promise or covenant to comply with a court order. In such cases, the franchisee must adhere to the adjusted terms as if they were originally part of the agreement. This ensures that the franchisee fulfills their obligations to the fullest extent legally permissible, even if the initial scope is deemed unreasonable or unenforceable by a court.
This provision protects City Publications by ensuring franchisees remain committed to their contractual duties within legal boundaries. It also allows for flexibility in the agreement, adapting to legal interpretations without nullifying the entire contract. The franchisee must be aware that even if certain provisions are modified by a court, they are still obligated to meet the maximum duty allowed by law, which could still be a significant commitment.
For a prospective City Publications franchisee, this means understanding that the franchise agreement is designed to be enforceable to the greatest extent possible. If a court finds a specific clause too broad or restrictive, the franchisee is not necessarily relieved of the underlying obligation. Instead, the obligation is adjusted to the maximum legally enforceable limit. This could impact the franchisee's operations and financial obligations, so it's crucial to fully understand the implications of each clause and how it might be modified by legal interpretation.