Can Alloy's failure to enforce a provision in the Franchise Agreement be considered a waiver of that provision?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Waiver/Integration. No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach. Subject to our rights to modify the Schedules and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, Alloy's failure or delay in enforcing any provision of the Franchise Agreement does not constitute a waiver of that provision or any subsequent breach. This means that even if Alloy doesn't immediately enforce a specific term of the agreement, they still retain the right to enforce it later.
This clause protects Alloy's right to act on any violation of the agreement terms at their discretion, without setting a precedent that weakens their ability to enforce the agreement in the future. For a franchisee, this means they cannot assume that non-enforcement of a rule in the past implies that the rule is no longer in effect.
This provision is common in franchise agreements, as it allows the franchisor flexibility in managing the franchise system while maintaining the right to enforce standards and protect the brand. Franchisees should be aware that Alloy can choose to enforce any provision of the Franchise Agreement, regardless of past enforcement practices.