Under what circumstances might a provision of the Itan Franchise Agreement or Supplemental Agreement be unenforceable due to undue influence?

According to Itan's 2025 Franchise Disclosure Document, a provision within the Franchise Agreement or any Supplemental Agreement may be deemed unenforceable if it involves Itan using undue influence to pressure a franchisee or area developer into surrendering rights granted to them under the agreement. This protection is specifically highlighted under Section 13.1-564 of the Virginia Retail Franchising Act. This means that Itan cannot use its position or power to force franchisees to give up their legal rights or protections as defined in the franchise agreement.

This provision aims to protect franchisees from potentially overbearing or coercive tactics by Itan. Undue influence typically involves situations where one party takes advantage of a power imbalance to manipulate another party's decisions. For a prospective Itan franchisee, this clause offers a safeguard against being strong-armed into unfavorable conditions or waivers of rights during the franchise term.

It is important for prospective franchisees to understand that this protection is tied to the concept of "undue influence," which can be subjective and fact-dependent. Franchisees who believe they are being subjected to undue influence should seek legal counsel to assess their situation and determine the best course of action. While the FDD highlights this protection, franchisees should still carefully review all agreements and understand their rights before signing.