Does the Sonesta Select Sonesta Essential franchise agreement allow for the deletion of unlawful provisions?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Severability and Substitution of Valid Provisions. Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other portions of this Agreement, which will continue to have full force and effect and bind the parties.
If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant's validity.
If any applicable and binding law or rule of any jurisdiction requires more notice than this Agreement requires of this Agreement's termination or of our refusal to enter into a successor franchise agreement, or some other action that this Agreement does not require, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any Brand Standard is invalid, unenforceable, or unlawful, the notice or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and we may modify the invalid or unenforceable provision or Brand Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. You agree to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 84)
What This Means (2025 FDD)
According to the 2025 Sonesta Select Sonesta Essential Franchise Disclosure Document, the franchise agreement includes provisions for severability and the substitution of valid provisions. Specifically, if any part of the agreement is deemed invalid or conflicts with applicable laws or regulations by a competent court, agency, or tribunal, the remaining portions of the agreement will remain in full effect.
Furthermore, if a covenant restricting competitive activity is considered unenforceable due to its scope (area, business activity, or time length), both Sonesta Select Sonesta Essential and the franchisee agree that the covenant will be enforced to the fullest extent permissible under the governing laws and public policies. This ensures that the core intent of the agreement is maintained as much as possible within legal boundaries.
Additionally, if any law requires more notice for termination or any other action than what is stipulated in the agreement, or if any provision of the agreement or Brand Standard is deemed invalid, unenforceable, or unlawful, the legally required notice or action will replace the corresponding provisions in the agreement. Sonesta Select Sonesta Essential has the option to modify the invalid or unenforceable provision to make it valid or to remove the unlawful provision entirely. The franchisee agrees to be bound by the maximum duty the law permits within any provision of the agreement, as if it were explicitly stated in the agreement.