If a provision of the My Salon Suite agreement can be construed in two ways, how will it be interpreted?
My_Salon_Suite 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 will have the meaning, which renders it valid and enforceable.
The language of all provisions of this Agreement will be construed according to fair meaning and not strictly construed against either party.
The provisions of this Agreement are severable, and this Agreement will be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein, and partially valid and enforceable provisions will be enforced to the extent that they are valid and enforceable.
If any material provision of this Agreement is stricken or declared invalid, the parties agree to negotiate mutually acceptable substitute provisions.
If the parties are unable to agree upon such provisions, Franchisor reserves the right to terminate this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 95–230)
What This Means (2025 FDD)
According to My Salon Suite's 2025 Franchise Disclosure Document, if any provision of the agreement can be construed in two ways, one of which would render the provision illegal, voidable, or unenforceable, and the other which would render it valid and enforceable, the provision will be interpreted in a way that makes it valid and enforceable. This means My Salon Suite aims to ensure that all parts of the agreement are upheld and legally sound.
Additionally, the language used in the agreement will be construed according to its fair meaning and will not be strictly interpreted against either party. This suggests a balanced approach to interpreting the agreement, intending to avoid favoring one party over the other in disputes.
The document also states that the provisions of the agreement are severable. This means that if some provisions are found to be invalid or unenforceable, the rest of the agreement will still be interpreted and enforced as if those invalid provisions were not included. If a material provision is deemed invalid, My Salon Suite and the franchisee will negotiate a mutually acceptable substitute. However, if they cannot agree on a replacement, My Salon Suite reserves the right to terminate the agreement.