What happens if a provision in the Note for Sonesta Select Sonesta Essential is deemed invalid?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
- c.
If any provision (or any part of any provision) in this Note is for any reason held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability will not affect any other provision (or remaining part of the affected provision) of this Note, and this Note will be construed as if the invalid, illegal or unenforceable provision (or part of this Note) had never been contained in this Note but only to the extent it is invalid, illegal or unenforceable.
Source: Item 23 — RECEIPTS (FDD pages 84–261)
What This Means (2025 FDD)
According to Sonesta Select Sonesta Essential's 2025 Franchise Disclosure Document, if any part of the Note is deemed invalid, illegal, or unenforceable, the remaining provisions will still be effective. The Note will be interpreted as if the invalid portion was never included, but only to the extent of its invalidity, illegality, or unenforceability. This ensures that as much of the agreement as possible remains in force, protecting the interests of both the Holder and the Maker to the fullest extent permitted by law.
This clause is a standard severability provision found in many legal agreements, including franchise agreements. It aims to preserve the overall intent and enforceability of the contract even if specific parts are challenged and found to be defective. For a Sonesta Select Sonesta Essential franchisee, this means that a single issue with one clause in the Note will not necessarily jeopardize the entire financing arrangement.
However, it's important to note that the impact of an invalid provision can vary depending on its significance to the overall agreement. If the invalidated provision is crucial, it could still indirectly affect other parts of the Note or the broader franchise agreement. Franchisees should seek legal counsel to understand the potential implications of any provision being deemed invalid and how it might affect their rights and obligations under the Note and the franchise agreement with Sonesta Select Sonesta Essential.