Does the Sonesta Simply Suites agreement allow for substitution of provisions based on local law?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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 pages 79–80)
What This Means (2025 FDD)
According to Sonesta Simply Suites's 2025 Franchise Disclosure Document, the franchise agreement does allow for the substitution of provisions to comply with local laws. The agreement states that if any applicable law or rule requires more notice for termination or non-renewal than the agreement stipulates, or requires some other action not included in the agreement, the requirements of the law or rule will take precedence.
Additionally, if any provision of the agreement or any Brand Standard is deemed invalid, unenforceable, or unlawful under any applicable law or rule, Sonesta Simply Suites may modify the provision or Brand Standard to the extent necessary to make it valid and enforceable, or delete the unlawful provision entirely. The franchisee agrees to be bound by any promise or covenant imposing the maximum duty the law permits, even if it is not explicitly stated in the agreement.
This clause ensures that the Sonesta Simply Suites franchise agreement remains compliant with local regulations, which can vary significantly from one jurisdiction to another. It protects both the franchisor and the franchisee by automatically adjusting the agreement to conform to local legal requirements, avoiding potential conflicts and ensuring the enforceability of the contract. This is a fairly common practice in franchising, as franchise systems operate across diverse legal environments.