If a part of the Learningrx franchise agreement is declared invalid, what happens to the rest of the agreement?
Learningrx Franchise · 2025 FDDAnswer 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 the 2025 Learningrx Franchise Disclosure Document, if any part of the agreement is declared invalid, the remaining portions of the agreement will still remain in effect. Specifically, if a court or arbitrator finds a section of the Learningrx franchise agreement to be invalid, unenforceable, or inoperative, that finding will not impact the validity of the rest of the agreement. The remaining portions of the agreement will continue to be enforced as if the invalid section was removed or adjusted. This is a fairly standard "severability" clause in franchise agreements.
This clause protects the Learningrx franchise agreement from being entirely invalidated due to a single problematic provision. It ensures that as much of the original agreement as possible remains in force, which provides stability and predictability for both the franchisor and the franchisee.
For a prospective Learningrx franchisee, this means that even if a specific term is later found to be unenforceable, the core obligations and benefits of the franchise relationship should continue. However, franchisees should be aware that partially valid provisions will be enforced to the extent that they are valid and enforceable, so it's important to understand all aspects of the agreement before signing.