Does the Mrcool franchisor have the right to modify specifications if a law renders them invalid?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
invalid or unenforceable, then the greater prior notice and/or other action required by law or rule shall be substituted for the comparable provisions, and Franchisor has the right, in its sole discretion, to modify the invalid or unenforceable term and condition, specification, standard, or operating procedure to the extent required to be valid and enforceable. Franchisee agrees to be bound by any such substituted and/or modified term and condition of this Agreement imposing the maximum duty permitted by law that is prescribed within the terms of any provision of this Agreement as though it were originally and separately articulated in, and made a part of, this Agreement as of the Effective Date and/or any specification, standard or operating procedure Franchisor prescribes, which may result from striking from any terms and conditions, specifications, standards, or operating procedures, and any portion or portions thereof, a court may hold to be unenforceable or from reducing the scope of any promise or covenant to the extent required to comply with a court order. Modifications to this Agreement shall be effective only in those jurisdictions in which such terms and conditions, specifications, standards, or operating procedures are found to be unenforceable, unless Franchisor elects to give them greater applicability, in which case, this Agreement shall be enforced as originally made in all other jurisdictions.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, the franchisor has the right to modify terms, conditions, specifications, standards, or operating procedures if any of them are deemed invalid or unenforceable. This modification can be made to the extent required to ensure validity and enforceability.
As a Mrcool franchisee, you agree to be bound by any such substituted or modified terms. These modifications will impose the maximum duty permitted by law, as if they were originally part of the agreement. This includes any changes to specifications, standards, or operating procedures prescribed by Mrcool. These changes may involve removing portions of the original terms or reducing the scope of any promise or covenant to comply with a court order.
Modifications to the Mrcool Franchise Agreement are effective only in jurisdictions where the original terms are found unenforceable, unless Mrcool decides to apply them more broadly. In other jurisdictions, the agreement will be enforced as originally written. This ensures that Mrcool can adapt to legal requirements while maintaining consistency where possible.