Does the Itan Franchise Agreement allow a court to revise any provision to make it enforceable?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
- (d) Each section of this Agreement (and portion thereof) is severable. If any section (or portion thereof) is unenforceable, it shall not affect the enforceability of any other section (or portion thereof). A court may revise any provision of this Agreement to the extent necessary to make the provision enforceable.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the Franchise Agreement includes provisions for severability and judicial revision. Specifically, the agreement states that each section is severable, meaning that if one part is deemed unenforceable, it does not invalidate the entire agreement. Additionally, a court has the authority to revise any provision to the extent necessary to make it enforceable. This applies both to the standard Franchise Agreement and to the Brand Protection Agreement.
For a prospective Itan franchisee, this clause offers a degree of protection. If a specific term in the agreement is found to be unreasonable or contrary to law, a court can modify that term to make it enforceable rather than striking it down completely. This could prevent unintended consequences that might arise if an important clause were simply removed from the agreement.
However, franchisees should be aware that this provision does not guarantee that every clause will be enforced as written. It provides a mechanism for courts to intervene and modify terms, which could result in outcomes that differ from the franchisee's initial understanding of the agreement. It is important to seek legal counsel to fully understand the implications of each clause and how it might be interpreted or modified by a court.