What happens if a part of the Moes Southwest Grill franchise agreement is deemed invalid?
Moes_Southwest_Grill Franchise · 2025 FDDAnswer from 2025 FDD Document
Governing Law.
This Guaranty is to be construed under and governed by the law of the State of Georgia without regard to Georgia, or any other, choice of law or conflicts of law principles.
If any provision of this Guaranty would not be enforceable under the laws of Georgia, and if the business franchised under the Franchise Agreement is located outside of Georgia and the provision would be enforceable under the laws of the state in which the franchised business is located, then that provision, and only that provision, will be interpreted and construed under the laws of that state.
Nothing in this Guaranty is intended to invoke the application of any franchise, business opportunity, antitrust, "implied covenant," unfair competition, fiduciary, or other doctrine of law of Georgia or any other state.
Source: Item 22 — Contracts (FDD page 92)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the enforceability of the Moe's Southwest Grill Franchise Agreement is subject to the laws of the state of Georgia. However, if a provision within the Guaranty agreement is deemed unenforceable under Georgia law, but is enforceable under the laws of the state where the franchised business is located outside of Georgia, then that specific provision will be interpreted and construed under the laws of that state. This ensures that the agreement remains as enforceable as possible, depending on the location of the franchise.
This clause is included to ensure maximum enforceability of the franchise agreement, taking into account the varying legal landscapes across different states. It aims to prevent a single unenforceable clause from invalidating the entire agreement, which is a common practice in franchising to protect both the franchisor and franchisee interests.
For prospective Moe's Southwest Grill franchisees, this means that the specific laws governing the interpretation of certain provisions can change depending on where their franchise is located. Franchisees should be aware of the specific state laws that may apply to their franchise agreement, particularly if they are operating outside of Georgia. Consulting with a legal professional familiar with franchise law in their state is advisable to fully understand their rights and obligations under the agreement.