What happens if a provision of the Ledgers franchise agreement is determined to be void or unenforceable?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, if any part of the franchise agreement is deemed void or unenforceable, the problematic section will be removed without affecting the validity of the remaining provisions. This is known as a severability clause. The obligations outlined in the agreement are considered independent, meaning that any claim or cause of action against either party will not impede the enforcement of the remaining obligations.
This clause is a standard legal protection mechanism in franchise agreements. It aims to preserve the overall contract by isolating and removing any specific terms that might be challenged or invalidated, such as non-compete clauses that are overly broad or conflict with state laws.
For a prospective Ledgers franchisee, this means that the entire agreement won't be nullified due to a single unenforceable provision. However, it's important to understand which specific provisions are at risk of being deemed unenforceable, as this could impact the franchisee's rights and obligations. Consulting with legal counsel to review the franchise agreement and understand the implications of the severability clause is advisable.