Regarding the Southern Steer Multi-Unit Development Agreement, if a provision is invalid only in a specific jurisdiction, how does Section 15.2 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 The provisions of this Agreement which conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. All other provisions of this Agreement will be enforceable as originally made and entered into upon the execution of this Agreement by the Multi-Unit Developer and the Franchisor.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 the 2025 Southern Steer Franchise Disclosure Document, the Multi-Unit Development Agreement contains a clause addressing severability. Specifically, if a provision of the agreement conflicts with or is inconsistent with applicable governing law, that provision will be superseded or modified by the applicable law, but only to the extent of the inconsistency.
This means that if a specific part of the agreement is found to be unenforceable in a particular state or jurisdiction, that part will be adjusted to comply with the local law, but only as much as necessary. The rest of the agreement remains in full effect. This is a fairly standard clause in franchise agreements, designed to maintain the overall validity of the contract even if specific parts run afoul of local regulations.
For a prospective Southern Steer multi-unit developer, this clause offers some protection. It ensures that the entire agreement won't be invalidated due to a conflict in one specific area. However, it also means the franchisee needs to be aware of the specific laws in their development territory that might modify the agreement's terms. Consulting with an attorney familiar with local franchise laws is essential to understand how this clause might affect their rights and obligations.