Can Sonesta Simply Suites modify an unenforceable Brand Standard to make it valid?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
to repair both the damaged and undamaged portions of your Hotel to our then-current Brand Standards. In the event you terminate this Agreement due to casualty, you will not be obligated to pay Lost Revenue Damages.
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.
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 that addresses the scenario where a provision, such as a Brand Standard, is deemed unenforceable.
Specifically, if a court or arbitrator finds any provision of the franchise agreement to be invalid or unenforceable, the agreement will be interpreted as if the invalid provision were not included. However, the rest of the agreement will remain in full effect. Furthermore, if the unenforceable provision is an essential term, the court or arbitrator has the power to modify the provision to the minimum extent necessary to make it enforceable while still reflecting the parties' original intentions.
This modification ensures that the agreement remains as close as possible to what Sonesta Simply Suites and the franchisee initially agreed upon, even if a specific clause is initially deemed invalid. This clause aims to preserve the overall agreement and the relationship between the franchisor and franchisee, providing a mechanism to correct and uphold the contract's core principles.