In the Sonesta Simply Suites agreement, what is the effect of a ruling against any part of the agreement?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
17. ENFORCEMENT.
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 pages 79–80)
What This Means (2025 FDD)
According to Sonesta Simply Suites' 2025 Franchise Disclosure Document, the franchise agreement contains a severability clause. This means that if a court or other legal authority deems any part of the agreement invalid or unenforceable, the rest of the agreement will remain in effect.
Specifically, the ruling will not impact the operation or validity of the remaining portions of the agreement, ensuring that the core obligations and rights of both Sonesta Simply Suites and the franchisee are upheld. This is a fairly standard provision in franchise agreements, designed to protect the overall contract from being nullified by a problem with a single clause.
Furthermore, if a covenant restricting competitive activity is deemed too broad, the agreement states that it will be enforced to the fullest extent permissible under applicable laws. Similarly, if any law requires more notice for termination or any other action than the agreement stipulates, the legal requirement will supersede the agreement's provision. Sonesta Simply Suites may also modify any invalid or unenforceable provision or brand standard to ensure compliance with the law.