What happens if a court determines that a provision of the Dryject agreement is unenforceable?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
If any Court or other tribunal having jurisdiction to determine the validity or enforceability of this Agreement determines that it would be unenforceable as written, its provisions shall be determined to be withheld, modified or limited to such extent or in such manner as is necessary for it to be valid and enforceable to the greatest extent possible.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject FDD, if a court finds any provision of the agreement unenforceable, the provision will be modified or limited to the extent necessary to make it valid and enforceable to the greatest extent possible. This ensures that as much of the original agreement as possible remains in effect. This applies broadly to the entire agreement, as indicated in Exhibit F.
This clause is fairly standard in franchise agreements. It aims to preserve the overall intent and enforceability of the contract even if specific parts are challenged and deemed invalid. It provides some security to both Dryject and the franchisee, as it avoids the entire agreement being voided due to a single unenforceable clause.
However, franchisees should be aware that Dryject reserves the right to challenge the constitutionality of state laws that declare any provision in the franchise agreement void or unenforceable. This means Dryject may initiate legal action or raise claims in legal actions or arbitrations initiated by the franchisee. This could lead to potentially costly and time-consuming legal battles for the franchisee.