How are conflicting provisions in the Southern Steer agreement handled if they are inconsistent with applicable governing law?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
Governing Law; Severability. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §1051 et seq.), this Agreement and the relationship between the Franchisor and the Multi-Unit Developer will be governed by the laws of the State of Florida, unless applicable state law specifically provides to the contrary; and further provided that the parties expressly agrees that this Agreement is not intended to confer on any Franchisee that is not operating a Southern Steer Business in, or a resident of, the State of Florida the benefit of the Florida franchise law or any other Florida law providing specific protection to franchisees residing in or operating in the State of Florida. The provisions of this Agreement which conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. All other provisions of this Agreement will be enforceable as originally made and entered into upon the execution of this Agreement by the Multi-Unit Developer and the Franchisor.
Source: Item 5 — and 7 of the FDD, Section 3.1 of the Franchise Agreement and Section 4.1 of the Multi-Unit Development Agreement are hereby amended to state that payment of the initial franchise fee and development fee will be deferred until We have satisfied Our pre-opening obligations, and You have commenced business operations. (FDD pages 168–290)
What This Means (2025 FDD)
According to the 2025 Southern Steer Franchise Disclosure Document, the franchise agreement's provisions are handled in a specific way when they conflict with governing law. The provisions of the Southern Steer agreement that are inconsistent with applicable governing law will be superseded or modified by that law, but only to the extent of the inconsistency. All other provisions of the agreement will remain enforceable as originally written. This ensures that the agreement remains as intact as possible while still complying with the law.
This clause is a standard 'severability' provision common in franchise agreements. It means that if a court finds a particular clause unenforceable, the rest of the agreement remains in effect. This protects Southern Steer and its franchisees by ensuring that minor legal issues do not invalidate the entire agreement. However, franchisees should be aware that changes could be made to the agreement based on the laws of their specific state.
Furthermore, the agreement specifies that it is governed by Florida law, except where applicable state law provides otherwise. However, the agreement is not intended to confer the benefits of Florida franchise law to franchisees not operating or residing in Florida. This means that franchisees operating outside of Florida will be subject to the franchise laws of their own state, which may offer different levels of protection than Florida law. Prospective franchisees should consult with an attorney to understand how these provisions apply to their specific situation and location.