In the Kidokinetics franchise agreement, what happens if a court deems a section unenforceable?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
- d. Each section of this Agreement, including each subsection and portion, is severable. If any section, subsection, or portion of this Agreement is unenforceable, it shall not affect the enforceability of any other section, subsection, or portion; and each party to this Agreement agrees that the court may impose such limitations on the terms of this Agreement as it deems in its discretion necessary to make such terms enforceable.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if a court finds any part of the agreement unenforceable, it will not invalidate the entire agreement. Instead, the remaining sections, subsections, or portions of the agreement will still be in effect.
Furthermore, the agreement specifies that in such a situation, the court has the authority to modify the unenforceable terms to make them enforceable. This could involve imposing limitations on the original terms to ensure they comply with applicable laws and regulations. This provision aims to preserve the overall intent and enforceability of the franchise agreement to the greatest extent possible.
This type of clause is fairly standard in franchise agreements. It protects both the franchisor and franchisee by ensuring that minor issues do not invalidate the entire contract. It also provides a mechanism for courts to adjust the agreement to make it fair and enforceable, reflecting the parties' original intentions as closely as possible.