Does the Gokhale Method agreement specify that the covenants in Section 17 are to be construed independently?
Gokhale_Method Franchise · 2024 FDDAnswer from 2024 FDD Document
- 17.4. No Defense. You expressly agree that the existence of any claims you may have against us, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by us of the covenants in this Section 17. You agree to pay all costs and expenses (including reasonable attorneys' fees) incurred by us in connection with the enforcement of this Section 17.
- 17.5. Independent Covenants. The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Section 17 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which we are a party, you expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty on you permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 17.
- 17.6. Irreparable Injury. You acknowledge that your violation of any of the terms of this Section 17 would result in irreparable injury to us for which no adequate remedy at law may be available, and you accordingly consent to the issuance of an injunction prohibiting any conduct by you in violation of the terms of this Section 17.
Source: Item 22 — CONTRACTS (FDD page 34)
What This Means (2024 FDD)
According to the 2024 Gokhale Method Franchise Disclosure Document, Section 17 of the franchise agreement contains covenants, and these covenants are to be construed independently of each other and any other provision in the agreement. This means that if one part of Section 17 is found to be unenforceable, the rest of the section still applies.
Specifically, the Gokhale Method franchise agreement states that if a court finds any part of the covenants in Section 17 to be unreasonable or unenforceable, the franchisee agrees to be bound by a lesser covenant within the terms of the original one. This ensures that the franchisee is held to the maximum duty permitted by law, as if that duty were explicitly written into Section 17.
This clause is beneficial for Gokhale Method as it strengthens the enforceability of the covenants. It also means that a franchisee cannot argue that a claim against Gokhale Method excuses them from complying with the covenants in Section 17. The franchisee is also responsible for covering all costs and legal fees that Gokhale Method incurs while enforcing Section 17.
Furthermore, the agreement highlights that any violation of Section 17 would cause irreparable harm to Gokhale Method, entitling them to seek an injunction against the franchisee to prevent further breaches. This underscores the importance of these covenants in protecting Gokhale Method's interests and the serious consequences of violating them.