What happens if a provision of the Desi District franchise agreement is held to be unenforceable?
Desi_District Franchise · 2024 FDDAnswer from 2024 FDD Document
- 18.7 Severability. The parties intend that (i) if any provision of this Agreement is held by an arbitrator or court to be unenforceable, then that provision be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded, and (ii) if an unenforceable provision is modified or disregarded, then the rest of this Agreement will remain in effect as written.
Source: Item 22 — CONTRACTS (FDD page 52)
What This Means (2024 FDD)
According to Desi District's 2024 Franchise Disclosure Document, the franchise agreement contains a severability clause to address the scenario where a provision is deemed unenforceable. The intent of the parties is that if any provision is deemed unenforceable by an arbitrator or court, the provision should be modified to the minimum extent necessary to make it enforceable.
However, if the modification is not permitted by law, the unenforceable provision will be disregarded. If an unenforceable provision is either modified or disregarded, the remainder of the franchise agreement will remain in effect as written.
This clause is fairly standard in franchise agreements. It aims to preserve the overall agreement as much as possible, preventing the entire contract from being invalidated due to a single unenforceable clause. This protects both Desi District and the franchisee by maintaining the contractual relationship even if specific terms are challenged.