In the Southern Steer franchise agreement, what happens to provisions that conflict with applicable governing law?
Southern_Steer Franchise · 2025 FDDAnswer from 2025 FDD Document
- 28.1. 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 Franchisee will be governed by the laws of the State of Florida, unless applicable state law specifically provides otherwise, and further provided that the parties expressly agree that this Agreement is not intended to confer on any franchisee that is not a resident of the State of Florida, or operating a Southern Steer Business in the State of Florida, the benefit of the Florida franchise law or any other Florida law providing specific protection to franchisees residing 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 The provisions of this Agreement which conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. All other provisions of this Agreement will be enforceable as originally made and entered into upon the execution of this Agreement by the Franchisee and the Franchisor.
- 28.2. Applicable State Laws. If applicable, various states have statutes and regulations which may supersede the provisions of this Agreement relating to the Franchisee's relationship with the Franchisor in the areas of termination and renewal of the Southern Steer Business. Various states may have court decisions that may supersede the provisions of this Agreement in the Franchisee's relationship with the Franchisor in the areas of termination and renewal of the Southern Steer Business.
Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)
What This Means (2025 FDD)
According to the 2025 Southern Steer Franchise Disclosure Document, the franchise agreement's provisions that conflict with the applicable governing law will be superseded or modified by that law, but only to the extent of the inconsistency.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 franchise agreement adheres to legal requirements while maintaining its original intent as much as possible.
This clause is a standard legal protection. It means that if a specific term in the Southern Steer franchise agreement is found to violate a state or federal law, that term will be adjusted to comply with the law, but the rest of the agreement will stay in effect. This prevents the entire agreement from being invalidated due to a single conflicting provision.
For a prospective Southern Steer franchisee, this is beneficial because it provides assurance that the franchise agreement is designed to comply with applicable laws. However, franchisees should be aware of the governing law, which is the law of the State of Florida unless applicable state law specifically provides otherwise. Franchisees should also be aware that various states have statutes and regulations which may supersede the provisions of this Agreement relating to the Franchisee's relationship with the Franchisor in the areas of termination and renewal of the Southern Steer Business. It is advisable to seek legal counsel to understand how these laws may affect their specific situation and rights under the agreement.