In the Even Hotels agreement, what happens if a provision is deemed invalid or unenforceable?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 11.5 Severability.
To the fullest extent permitted by Law, if any provision of this Agreement, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable, then (a) the court shall have the authority to modify and/or "blue pencil" this Agreement, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the severability clause addresses the scenario where a provision of the agreement is deemed invalid or unenforceable. Specifically, if a court of competent jurisdiction finds any part of the agreement to be invalid or unenforceable, the court has the authority to modify or "blue pencil" the agreement to make the provision valid and enforceable to the fullest extent permitted by law, while still maintaining the original intent and purpose.
Furthermore, the clause ensures that the remainder of the agreement remains in full effect. This means that even if one specific provision is struck down, the rest of the contract continues to bind both Even Hotels and the franchisee. The application of the problematic provision to other situations or parties is also unaffected, preserving the agreement's overall integrity.
This type of severability clause is standard in franchise agreements. It aims to balance protecting the interests of both parties while ensuring as much of the original agreement as possible remains intact and enforceable. For a prospective Even Hotels franchisee, this clause offers some reassurance that a single legal challenge to one provision will not invalidate their entire franchise agreement.