If a provision of the Crepe De Licious Owners Agreement is found invalid, will it be modified?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
Each provision of this Owners Agreement, and any portions thereof, will be considered severable.
If any provision of this Owners Agreement or the application of any provision to any person, property or circumstances is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Owners Agreement will be unaffected and will still remain in full force and effect.
The parties agree that the provision found to be invalid or unenforceable will be modified to the extent necessary to make it valid and enforceable, consistent as much as possible with the original intent of the parties (i.e. to provide maximum protection for us and to effectuate the Owners' obligations under the Franchise Agreement), and the parties agree to be bound by the modified provisions.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, if a provision within the Owners Agreement is deemed invalid or unenforceable by a court, it will be modified to the extent necessary to make it valid and enforceable. This modification will be consistent with the original intent of the parties involved, aiming to provide maximum protection for Crepe De Licious and to ensure the Owners' obligations under the Franchise Agreement are met. The parties involved also agree to be bound by these modified provisions.
This clause ensures that the remainder of the Owners Agreement will stay in effect even if one part is found to be invalid. This is a common clause in franchise agreements, designed to prevent the entire agreement from being nullified due to a single unenforceable provision. It also gives the courts the power to modify the agreement to make the terms reasonable.
For a prospective Crepe De Licious franchisee, this means that the core intentions of the Owners Agreement will likely remain intact even if specific details are adjusted by a court. This provides a level of assurance that the obligations and protections outlined in the agreement will continue to apply, safeguarding the interests of both the franchisor and franchisee to the greatest extent possible under the law.