For Afuri Ramen Dumpling, what happens if a party waives a breach of a term in the agreement?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
- 9.4 Waiver. A waiver of any breach of any provision, term, covenant, or condition of this Agreement will not be a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition. Any waiver of any provision of this Agreement must be set forth in writing and signed by the party granting the waiver. Any waiver we grant will not prejudice any other rights we may have, and will be subject to our continuing review. We may revoke any waiver, in our sole discretion, at any time and for any reason, effective upon delivery to you of 10 days' prior written notice of revocation. Customs or practices of the parties in variance with the terms of this Agreement will not constitute a waiver of our right to demand exact compliance with the terms of this Agreement. Our delay, waiver, forbearance, or omission to exercise any power or rights arising out of any breach or default by you of any of the terms, provisions, or covenants of this Agreement, will not affect or impair our rights and will not constitute a waiver by us of any right or of the right to declare any subsequent breach or default. Our subsequent acceptance of any payment due to us will not be deemed to be a waiver by us of any preceding breach by you of any terms, covenants or conditions of this Agreement.
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
According to the 2024 Afuri Ramen Dumpling Franchise Disclosure Document, a waiver of a breach of any term, provision, covenant, or condition within the franchise agreement does not constitute a waiver of any subsequent breaches of the same or any other term. This means that if either Afuri Ramen Dumpling or the franchisee overlooks a violation of the agreement once, it does not relinquish their right to enforce that term in the future.
Any waiver of a provision must be documented in writing and signed by the party granting the waiver to be valid. Furthermore, any waiver granted by Afuri Ramen Dumpling does not negatively impact any other rights they possess and is subject to ongoing review. Afuri Ramen Dumpling retains the right to revoke any waiver at their discretion, at any time, and for any reason, provided they give the franchisee 10 days' prior written notice of the revocation.
The FDD specifies that the customs or practices of the parties that deviate from the agreement's terms do not represent a waiver of Afuri Ramen Dumpling's right to demand strict compliance with the agreement's original terms. Any delay, waiver, forbearance, or omission by Afuri Ramen Dumpling to exercise its rights following a breach by the franchisee does not impair those rights or constitute a waiver of the right to declare a subsequent breach. Additionally, Afuri Ramen Dumpling's acceptance of any payment due does not imply a waiver of any prior breach of the agreement by the franchisee.