Under the Sonesta Simply Suites agreement, can the franchisor modify an invalid provision?
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 the 2025 Sonesta Simply Suites Franchise Disclosure Document, the franchisor has the ability to modify invalid provisions within the franchise agreement. The agreement states that if any provision or Brand Standard is considered invalid, unenforceable, or unlawful under any applicable and binding law or rule, Sonesta Simply Suites may modify the invalid or unenforceable provision to the extent required to be valid and enforceable, or even delete the unlawful provision entirely.
This clause also specifies that if any law requires more notice than the agreement stipulates for termination or refusal to enter into a successor franchise agreement, the legally required notice will substitute the agreement's provision. Furthermore, franchisees agree to be bound by the maximum duty the law permits within any provision of the agreement, as if it were explicitly stated.
This flexibility ensures that the franchise agreement remains compliant with applicable laws and regulations, while also maintaining the original intent of the agreement as much as possible. For a prospective franchisee, this means that certain terms of the agreement could change over time due to legal or regulatory changes, and they would be obligated to adhere to those changes. It is important for franchisees to stay informed of any modifications and understand how they might impact their operations.