What happens to the rest of the Coffee News agreement if a part of it is deemed invalid?
Coffee_News Franchise · 2025 FDDAnswer from 2025 FDD Document
remainder of the Agreement shall continue in full force or effect as if the Agreement had been signed with the invalid portion so modified or eliminated.
- The parties to this Agreement understand and agree Enforceability. 16.7 that, if any portion of the restrictive covenants set forth in this Agreement is held to be unreasonable, arbitrary, or against public policy, then that portion of those covenants shall be considered divisible as to time and region.
Notwithstanding that the parties agree that any court of competent jurisdiction may modify the time period or specify geographical area of applicability in this agreement, the parties do not intend that a court be able to modify the payment terms set forth herein.
Source: Item 23 — Receipts (FDD pages 36–118)
What This Means (2025 FDD)
According to the 2025 Coffee News Franchise Disclosure Document, if any part of the franchise agreement is deemed invalid, the remainder of the agreement will remain in full effect. The agreement will be interpreted as if the invalid portion was either modified or eliminated. This ensures that as much of the original agreement as possible is upheld and enforceable.
This clause is fairly standard in franchise agreements. It protects the overall contract from being entirely invalidated due to a single clause being found unenforceable. For a prospective Coffee News franchisee, this means that even if a specific term is later deemed invalid, the core obligations and rights within the agreement should still stand.
However, the Coffee News agreement specifies an exception regarding payment terms. The parties involved do not intend for a court to modify the payment terms outlined in the agreement. This indicates that the financial obligations are considered fundamental and non-negotiable, even if other parts of the agreement are subject to modification or elimination due to invalidity.