Does the Crave franchise agreement state that each covenant within it is independent of any other covenant or provision?
Crave Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that each of the covenants herein shall be construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant in this Section is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which we are a party, you and the Principals expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section.
(a) You and the Principals understand and acknowledge that we shall have the right, in our sole and absolute discretion, to reduce the scope of any covenant set forth in this Section 10.3, or any portion thereof, without their consent, effective immediately upon notice to you; and you and the Principals agree that they shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Section 19.2 hereof.
(b) You and the Principals expressly agree that the existence of any claims they may have against us, whether or not arising from this Agreement, shall not constitute a defense to our enforcement of the covenants in this Section.
Source: Item 23 — RECEIPTS (FDD pages 63–253)
What This Means (2025 FDD)
According to the 2025 Crave Franchise Disclosure Document, the franchise agreement specifies that each covenant within the agreement is to be considered independent of any other covenant or provision. This means that if one part of the agreement is found to be unenforceable, it does not automatically invalidate the rest of the agreement. This clause ensures that the remaining provisions of the franchise agreement remain in effect, to the maximum extent permitted by law.
Specifically, if a court or agency determines that any part of a covenant is unreasonable or unenforceable, the franchisee and its principals agree to be bound by a lesser covenant that imposes the maximum duty allowed by law. This adjustment is treated as if it were originally part of the agreement. Crave also retains the right to modify the scope of any covenant without the franchisee's consent, effective immediately upon notification.
Furthermore, the agreement states that any claims the franchisee may have against Crave do not constitute a defense against Crave's enforcement of the covenants. This reinforces the independence of each covenant and ensures that franchisees cannot justify non-compliance based on separate disputes or claims. This type of clause is relatively common in franchise agreements to protect the franchisor's interests and ensure the enforceability of the agreement's key provisions.