What happens to provisions of the Southern Steer Multi-Unit Development Agreement that conflict 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 The provisions of this Agreement which conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. All other provisions of this Agreement will be enforceable as originally made and entered into upon the execution of this Agreement by the Multi-Unit Developer and the Franchisor.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 Southern Steer's 2025 Franchise Disclosure Document, the Multi-Unit Development Agreement contains a clause addressing conflicts with governing law. Specifically, if any provision within the agreement clashes with or contradicts any applicable law, the law will take precedence. The conflicting provisions within the agreement will be superseded or modified to the extent necessary to align with the governing law.
This means that not all parts of the agreement will be thrown out, but only the specific parts that don't line up with the law. All the other parts of the agreement that don't conflict with the law will still be valid and enforceable. This ensures that the agreement remains as intact as possible while still respecting the legal requirements of the relevant jurisdiction.
This clause also specifies that the agreement is generally governed by the laws of Florida, except where other state laws specifically dictate otherwise. However, the agreement clarifies that it's not intended to extend the benefits of Florida's franchise laws to franchisees operating Southern Steer businesses outside of Florida. This is a standard legal provision to ensure compliance and clarity across different jurisdictions.