In the Focalpoint Coaching franchise agreement, what happens if a System Standard is deemed unlawful?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
If any applicable and binding law or rule of any jurisdiction requires more notice than this Agreement requires of this Agreement's termination or of Franchisor's refusal to enter into a successor franchise agreement, or some other action that this Agreement does not require, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any System Standard is invalid, unenforceable, or unlawful, the notice and/or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and Franchisor may modify the invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. Franchisee agrees to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to the 2025 Focalpoint Coaching Franchise Disclosure Document, if any provision of the agreement or any System Standard is deemed invalid, unenforceable, or unlawful under any applicable and binding law or rule, the notice and/or other action required by the law or rule will be substituted for the comparable provisions of the agreement. Additionally, Focalpoint Coaching may modify the invalid or unenforceable provision or System Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. The franchisee agrees to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
This clause ensures that the franchise agreement remains as enforceable as possible, even if certain parts are found to be invalid. It provides Focalpoint Coaching with the flexibility to modify or remove problematic provisions to maintain the agreement's overall integrity. This is a fairly standard practice in franchising, as laws and regulations can vary by jurisdiction and change over time.
For a prospective Focalpoint Coaching franchisee, this means that the agreement is designed to adapt to legal requirements, potentially minimizing disruptions to the franchise operation. However, it also means that the franchisee must be prepared to accept modifications to the agreement or System Standards if necessary to comply with the law. It is important for franchisees to stay informed about relevant laws and regulations in their jurisdiction and to seek legal advice if they have concerns about the enforceability of any provision in the franchise agreement.