What happens if a provision in the Ledgers Franchise Agreement is deemed void or unenforceable?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
8.8. Severability
If any covenant or provision of this Agreement is determined to be void or unenforceable, in whole or in part, it will be deemed severed and removed and will not affect or impair the validity of any other covenant or provision. Further, these obligations are considered independent of any other provision in this Agreement and the existence of any claim or cause of action by either Party to this Agreement against the other, whether based upon this Agreement or otherwise, will not constitute a defense to the enforcement of these obligations.
8.9. Interim Remedies
If we send you a written notice that you are in default of this Agreement, the Operations Manual, or any other agreement with us, we may elect to immediately impose an interim remedy (the "Interim Remedies"), regardless of whether the default is curable, including the suspension of our obligations under this Agreement. You understand, acknowledge, and agree that our exercise of our right to
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 Ledgers Franchise Disclosure Document, if any part of the agreement is deemed void or unenforceable, it will be removed without affecting the validity of the remaining provisions. Specifically, section 8.8 states that the unenforceable provision will be considered severed and removed, and this will not impact the enforceability of the other provisions. Section 10.5 reiterates this point, stating that the validity of the remaining provisions will not be impaired.
This is a standard "severability" clause common in franchise agreements. It aims to preserve the overall contract even if specific parts are later found to be invalid by a court. This protects Ledgers by ensuring that the entire agreement doesn't collapse due to one problematic clause.
For a prospective Ledgers franchisee, this means that if a specific clause is later deemed unenforceable, the rest of the agreement remains in effect. However, franchisees should be aware of state-specific addenda, such as those for California and Washington, which may modify certain provisions of the agreement to comply with local laws. These addenda highlight that certain clauses, like those related to non-competes or waivers, may not be enforceable under specific state laws, regardless of the severability clause.