factual

What happens to the remaining provisions of the Learningrx agreement if a portion is deemed invalid?

Learningrx Franchise · 2025 FDD

Answer from 2025 FDD Document

  • 18.4 Severability. If any part of this Agreement, for any reason, is declared invalid by an arbitrator or court, the declaration will not affect the validity of any remaining portion. The remaining portion will remain in force and effect as if this Agreement were executed with the invalid portion eliminated or curtailed. All partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable.

Source: Item 23 — RECEIPT (FDD pages 54–209)

What This Means (2025 FDD)

According to Learningrx's 2025 Franchise Disclosure Document, if any part of the agreement is declared invalid by an arbitrator or court, the declaration will not affect the validity of any remaining portion of the agreement. The remaining portion will stay in effect as if the agreement was executed with the invalid portion removed. All partially valid and enforceable provisions will be enforced to the extent that they are valid and enforceable. This is a fairly standard "severability" clause in franchise agreements.

This clause protects Learningrx by ensuring that the entire agreement isn't voided due to one faulty provision. It also benefits the franchisee by keeping the valid parts of the agreement intact and enforceable. This could be particularly relevant if a specific clause regarding termination or renewal is found to be unenforceable, as the rest of the operational terms would remain in place.

However, franchisees should be aware that the interpretation of "partially valid and enforceable provisions" could be subject to legal interpretation. It's advisable to seek legal counsel to understand the implications of this clause in the context of the entire agreement and any specific concerns a franchisee might have. The franchisee should also be aware of any multi-state addendums that may supersede the franchise agreement.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.