According to the Mr. Sandless agreement, how should the language of all provisions be construed?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
The parties agree that if any provisions of this Agreement may be construed in two (2) ways, one (1) of which would render the provision illegal or otherwise voidable or unenforceable and the other which would render it valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. The language of all provisions of this Agreement shall be construed according to fair meaning and not strictly construed against either party. The provisions of this Agreement are severable, and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein, and partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable. If any material provision of this Agreement shall be stricken or declared invalid, the parties agree to negotiate mutually acceptable substitute provisions. In the event that the parties are unable to agree upon such provisions, we reserve the right to terminate this Agreement.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
According to the 2025 Mr. Sandless Franchise Disclosure Document, the language used in all provisions of the agreement should be construed according to its fair meaning. This means that the terms and conditions outlined in the agreement will not be strictly interpreted against either Mr. Sandless or the franchisee. Instead, the provisions will be understood in a way that is reasonable and equitable to both parties involved.
Additionally, the Mr. Sandless agreement includes a severability clause. This clause states that if any provision of the agreement is found to be illegal, voidable, or unenforceable, it will be interpreted in a way that renders it valid and enforceable. If a provision can be construed in two ways, the interpretation that makes it legal and enforceable will be favored. The agreement will be interpreted and enforced as if any invalid or unenforceable provisions were not included, and partially valid provisions will be enforced to the extent they are valid.
Furthermore, if any material provision of the Mr. Sandless agreement is stricken or declared invalid, both parties agree to negotiate mutually acceptable substitute provisions. However, Mr. Sandless reserves the right to terminate the agreement if the parties cannot agree on such substitute provisions. This ensures that the core intentions of the agreement are maintained even if specific clauses are deemed unenforceable, while also protecting Mr. Sandless's interests if critical aspects of the agreement are compromised.