If a Petro Stopping Center System Standard is invalid, can it be modified, and what are the implications for the franchisee?
Petro_Stopping_Center Franchise · 2025 FDDAnswer from 2025 FDD Document
- 21.1 Severability; Substitution of Valid Provisions. Except as otherwise stated in this Agreement, each term of this Agreement, and any portion of any term, are severable. The remainder of this Agreement will continue in full force and effect. To the extent that any provision restricting your competitive activities is deemed unenforceable, you and we agree that such provisions will be enforced to the fullest extent permissible under governing law. This Agreement will be deemed automatically modified to comply with such governing law if any applicable law requires: (a) a greater prior notice of the termination of or refusal to renew this Agreement; or (b) the taking of some other action not described in this Agreement; or (c) if any of our Petro System Standards are invalid or unenforceable. We may modify such invalid or unenforceable provision to the extent required to be valid and enforceable. In such event, you will be bound by the modified provisions.
Source: Item 17 — RENEWAL TERMS. (FDD pages 208–228)
What This Means (2025 FDD)
According to Petro Stopping Center's 2025 Franchise Disclosure Document, if any of their System Standards are deemed invalid or unenforceable, Petro Stopping Center has the right to modify the standard to the extent required to make it valid and enforceable. The franchisee is then bound by these modified provisions. This ensures that the franchise agreement remains in effect to the fullest extent possible under the law.
This clause protects Petro Stopping Center by allowing them to adapt their standards to comply with changing legal requirements without invalidating the entire agreement. For a franchisee, this means that the standards they must adhere to could change during the term of their agreement if a standard is found to be invalid. Franchisees must stay informed of any modifications to the Petro System Standards and be prepared to adapt their business practices accordingly.
This type of clause is relatively common in franchise agreements. It reflects the franchisor's need to maintain brand standards and operational consistency across all locations while also complying with applicable laws. Franchisees should seek legal counsel to fully understand their obligations and rights in the event of such modifications.