In the Craters & Freighters Franchise Agreement, how is the language construed?
Craters_Freighters Franchise · 2025 FDDAnswer from 2025 FDD Document
e will be deemed to be delivered the next business day. Any party may at any time give notice in writing to any other party of any change of address.
25. GENERAL PROVISIONS.
- 25.1 Entire Agreement. This Agreement and the documents referred to herein will be construed together and constitute the entire Agreement between the parties hereto and supersede all prior negotiations, understandings, representations, and agreements, if any. However, nothing in this Agreement or any related agreement is intended to disclaim Franchisor's representations made in Franchisor's Franchise Disclosure Document. No amendment, change, or variance from this Agreement will be binding on either party hereto unless executed in writing by both parties hereto.
- 25.2 Severability. Each section, paragraph, term, and condition of this Agreement will be considered severable and if, for any reason, any such paragraph, term, and/or condition of this Agreement is determined to be invalid, contrary to, or in conflict with any applicable present or future law or regulation, such determination will not impair the operation of, or have any other effect upon, the remaining portions of this Agreement, which will continue to be given full force and effect and bind the parties hereto, although any section, paragraph, term, or condition determined to be invalid will be deemed not part of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 49–50)
What This Means (2025 FDD)
According to the 2025 Craters & Freighters Franchise Disclosure Document, the franchise agreement and related documents are construed as a comprehensive and integrated whole. The agreement, along with referenced documents, represents the entire understanding between Craters & Freighters and the franchisee, superseding any prior negotiations or agreements. However, the agreement does not disclaim any representations made by Craters & Freighters in its Franchise Disclosure Document. Any modifications or amendments to the agreement must be made in writing and executed by both parties to be considered binding. This ensures clarity and mutual consent in any changes to the franchise terms.
Each section, paragraph, term, and condition of the Craters & Freighters Franchise Agreement is considered severable. This means that if any part of the agreement is deemed invalid or unenforceable due to conflict with any applicable law or regulation, it will not affect the validity or enforceability of the remaining provisions. The remaining portions of the agreement will remain in full force and effect, binding both parties. This clause aims to preserve as much of the original agreement as possible, even if certain parts are found to be legally flawed.
Furthermore, the franchisee is bound by any promise or covenant within the agreement that imposes the maximum duty permitted by law, even if a specific provision is deemed invalid. This ensures that the franchisee adheres to the highest legal standard of obligation. The agreement also states that the covenants and agreements related to non-competition and non-solicitation are material inducements for Craters & Freighters to enter into the agreement, emphasizing their importance and the franchisee's and their owner(s)' commitment to complying with these terms. This highlights the significance of these clauses in protecting Craters & Freighters' interests and maintaining fair competition within the franchise network.