How will the language of the Crepe De Licious Owners Agreement be construed?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
9. Miscellaneous.
- a. If we pursue legal remedies against you because you have breached this Agreement and prevail against you, you agree to pay our reasonable attorneys' fees and costs in doing so.
- b. This Agreement will be governed by, construed, and enforced under the laws of Delaware, and the courts in that state shall have jurisdiction over any legal proceedings arising out of this Agreement.
- c. Each section of this Agreement, including each subsection and portion thereof, is severable. If any section, subsection, or portion of this Agreement is unenforceable, it shall not affect the enforceability of any other section, subsection, or portion; and each party to this Agreement agrees that the court may impose such limitations on the terms of this Agreement as it deems in its discretion necessary to make such terms reasonable in scope, duration, and geographic area.
- d. You and we both believe that the covenants in this Agreement are reasonable in terms of scope, duration, and geographic area. However, we may at any time unilaterally modify the terms of this Agreement upon written notice to you by limiting the scope of the Prohibited Activities, narrowing the definition of a Competitive Business, shortening the duration of the Restricted Period, reducing the geographic scope of the Restricted Territory, and/or reducing the scope of any other covenant imposed upon you under this Agreement to ensure that the terms and covenants in this Agreement are enforceable under applicable law.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, the System Protection Agreement outlines how the agreement will be construed. If Crepe De Licious pursues legal remedies against a franchisee for breaching the agreement and wins, the franchisee is responsible for paying Crepe De Licious's reasonable attorney's fees and costs. The agreement is governed by and construed under the laws of Delaware, and the courts in Delaware have jurisdiction over any legal proceedings arising from the agreement.
Each section of the agreement is severable, meaning that if any part of the agreement is unenforceable, it will not affect the enforceability of the remaining sections. The document states that the courts may impose limitations on the terms of the agreement to make them reasonable in scope, duration, and geographic area.
Crepe De Licious and the franchisee both believe that the covenants within the agreement are reasonable. However, Crepe De Licious can unilaterally modify the terms of the agreement by providing written notice to the franchisee. These modifications may include limiting the scope of prohibited activities, narrowing the definition of a competitive business, shortening the restricted period, reducing the geographic scope of the restricted territory, or reducing the scope of any other covenant imposed on the franchisee. These modifications ensure that the terms and covenants in the agreement are enforceable under applicable law.