In the Surestay Hotel By Best Western agreement, can an invalid provision or standard be modified?
Surestay_Hotel_By_Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
17.0 MISCELLANEOUS
17.1 Severability and Interpretation.
- 17.1.1 Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other portions of this Agreement, which will continue to have full force and effect and bind the parties.
- 17.1.2 If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant's validity.
- 17.1.3 If any applicable and binding law or rule of any jurisdiction requires more notice than this Agreement requires, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement or any Standard is invalid, unenforceable, or unlawful, the notice and/or other action required by the law or rule will be substituted for the comparable provisions of this Agreement, and we may modify the invalid or unenforceable provision or Standard to the extent required to be valid and enforceable or delete the unlawful provision in its entirety. You agree to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
- 17.1.4 This Agreement will be interpreted without interpreting any provision in favor of or against either Party by reason of the drafting of the provision, or either of our positions
Source: Item 23 — Receipts (FDD pages 88–286)
What This Means (2025 FDD)
According to the 2025 Surestay Hotel By Best Western Franchise Disclosure Document, the franchise agreement contains provisions for severability and interpretation that address the modification of invalid or unenforceable terms. Specifically, if any law or rule requires more notice than the agreement stipulates, or if any provision or standard is deemed invalid, unenforceable, or unlawful, the requirements of the law or rule will take precedence.
Surestay Hotel By Best Western may modify the invalid or unenforceable provision or standard to the extent necessary to make it valid and enforceable or delete the unlawful provision entirely. The franchisee agrees to be bound by any promise or covenant imposing the maximum duty the law permits, even if it's not explicitly stated in the agreement. This ensures that the agreement remains as enforceable as possible under applicable laws.
This clause protects both Surestay Hotel By Best Western and the franchisee by ensuring that the entire agreement doesn't become void due to a single unenforceable provision. It also allows Surestay Hotel By Best Western to adapt the agreement to comply with changing laws and regulations, maintaining the agreement's validity and enforceability to the fullest extent possible.