If a provision in the Southern Steer Multi-Unit Development Agreement is invalid only in a specific jurisdiction, how does the severability clause apply?
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 The provisions of this Agreement which conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. All other provisions of this Agreement will be enforceable as originally made and entered into upon the execution of this Agreement by the Multi-Unit Developer and the Franchisor.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 severability clause within its governing law section. This clause addresses situations where a specific provision of the agreement is found to conflict with or be inconsistent with the applicable governing law in a particular jurisdiction.
In such cases, the clause stipulates that the conflicting or inconsistent provision will be superseded or modified by the applicable law, but only to the extent of the inconsistency. This means that the specific legal requirement of that jurisdiction will take precedence over the original contractual language, but the change is limited to only what is necessary to resolve the conflict.
Importantly, the severability clause ensures that all other provisions of the Multi-Unit Development Agreement remain enforceable as originally written. This protects the overall integrity of the agreement and the business relationship between Southern Steer and the multi-unit developer, even if certain terms are altered or deemed invalid in specific locations due to local laws. This is a fairly standard clause in franchise agreements, intended to maintain as much of the original agreement as possible while complying with varying state laws.