What happens if a provision in the Note for Sonesta Simply Suites is deemed invalid?
Sonesta_Simply_Suites 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 80–246)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, if any provision within the Note for a Sonesta Simply Suites franchise is deemed invalid, illegal, or unenforceable, the remaining provisions of the Note will still be valid. The Note will be interpreted as if the invalid, illegal, or unenforceable provision was never included, but only to the extent of its invalidity, illegality, or unenforceability. This ensures that as much of the original agreement as possible remains in effect.
This clause protects the lender (Holder) by ensuring that a single problematic provision does not invalidate the entire Note. It allows the Note to be enforced according to its remaining terms, which provides a level of security for the Holder.
For a prospective Sonesta Simply Suites franchisee, this means that even if a part of their financing agreement is later found to be invalid, they are still obligated to adhere to the remaining terms of the Note. This could have significant financial implications, as the franchisee would still be responsible for repaying the loan under the altered terms. Franchisees should seek legal counsel to fully understand the implications of each clause in the Note and other agreements.