Under what conditions can the scope of a promise or covenant in the Face Foundrie agreement be reduced?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
erwise intelligible; and the latter shall continue to be given full force and effect and bind the parties hereto; and said invalid portions, sections, parts, terms, and/or provisions shall be deemed not to be a part of this Agreement.
- 14.2 Terms Surviving this Agreement*.* Any provision or covenant in this Agreement which expressly or by its nature imposes obligations beyond the expiration, termination or assignment of this Agreement (regardless of cause for termination), shall survive such expiration, termination.
- 14.3 No Rights on Third Parties*.* Except as expressly provided to the contrary herein, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than Area Developer, Franchisor, officers, directors, shareholders, agents, and employees of Franchisor, and such successors and assigns of Franchisor, any rights or remedies under or by reason of this Agreement.
- 14.4 Full Scope of Terms. Area Developer expressly agrees to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions hereof any portion or portions which a court or agency having valid jurisdiction may hold to be unreasonable and unenforceable in an unappealed final decision to which Franchisor is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court or agency order.
- 14.5 Franchisor's Application of its Rights*.* Franchisor shall have the right to operate, develop and change the System in any manner that is not specifically precluded by this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to the 2025 Face Foundrie Franchise Disclosure Document, there are two primary conditions under which the scope of a promise or covenant within the agreement can be reduced. First, if a court or agency with valid jurisdiction makes an unappealed final decision to which Face Foundrie is a party, and that court or agency holds any portion of the agreement to be unreasonable or unenforceable, the scope of the promise or covenant can be reduced to comply with the order. This ensures that the agreement remains enforceable to the maximum extent permitted by law.
Second, Face Foundrie retains the right, in its sole discretion, to reduce the scope of certain covenants, specifically those outlined in Sections 8.2 and 8.3 of the agreement. This reduction can be made without the Area Developer's consent and becomes effective immediately upon the Area Developer receiving written notice. The Area Developer is then obligated to comply with the covenant as modified. These sections likely pertain to competitive restrictions or other operational requirements.
These provisions provide Face Foundrie with flexibility to adapt the agreement in response to legal challenges or changing business needs. For a prospective franchisee, this means that the terms of the agreement, particularly those related to competitive activities, could be altered during the term of the agreement. It is important for potential franchisees to understand the implications of these clauses and how they might affect their business operations and future opportunities.
It is also important to note that the Area Developer expressly agrees to be bound by any lesser covenant subsumed within the terms of a covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in the agreement. This ensures that even if a portion of a covenant is deemed unenforceable, the Area Developer is still bound by the maximum permissible duty under the law.