Does a failure to exercise a right under the B Bops franchise agreement waive that right?
B_Bops Franchise · 2025 FDDAnswer from 2025 FDD Document
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- WAIVERS. Either party may by written notice to the other, unilaterally waive or reduce any obligation of or restriction upon the other party imposed by this Agreement, effective upon delivery of such written notice to such other party. Company makes no warranties upon which Franchisee may rely, and assumes no liability or obligation to Franchisee, by granting any waiver or by reason of any delay in acting on any request for a waiver. Any waiver granted by Company shall be without prejudice to any of the rights Company may have, will be subject to continuing review by Company, and may be revoked, in Company's sole discretion, at any time and for any reason upon delivery of written notice to Franchisee. Company and Franchisee shall not be deemed to have waived or impaired any right, power or option reserved by this Agreement by virtue of any custom or practice of the parties at variance with the terms hereof; by any failure, refusal or neglect of Company or Franchisee to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder; by any waiver, forbearance, delay, failure or omission by Company to exercise any right, power or option, whether of the same or of a different nature, with respect to any other franchisee; or through the acceptance by Company of any payments due from Franchisee after any breach of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
According to B Bops's 2025 Franchise Disclosure Document, the franchise agreement specifies conditions under which a failure to exercise a right does not constitute a waiver. Specifically, the agreement states that B Bops and its franchisees will not be deemed to have waived or impaired any right, power, or option reserved by the agreement due to several factors. These factors include any custom or practice of the parties that differs from the agreement's terms, any failure, refusal, or neglect by B Bops or the franchisee to exercise a right under the agreement or to insist on exact compliance with obligations, any forbearance, delay, failure, or omission by B Bops to exercise any right, power, or option with respect to any other franchisee, and the acceptance by B Bops of payments from the franchisee after a breach of the agreement.
This section of the B Bops franchise agreement protects B Bops from inadvertently waiving its rights through its actions or inactions. For example, if B Bops does not strictly enforce a certain requirement for one franchisee, it does not mean that they cannot enforce that same requirement for another franchisee or at a later time. Similarly, if B Bops accepts a late payment from a franchisee, it does not waive its right to enforce timely payments in the future or to take action for the past breach.
For a prospective B Bops franchisee, this clause means that they cannot rely on past leniency or inconsistent enforcement as a basis to argue that B Bops has waived its rights. B Bops retains the right to enforce all terms of the franchise agreement, even if it has not always done so in the past. This provision ensures that B Bops maintains control over its franchise system and can enforce its standards consistently.
However, the B Bops agreement also states that either party may unilaterally waive or reduce any obligation of the other party by providing written notice. This waiver is effective upon delivery of the written notice. Furthermore, any waiver granted by B Bops is subject to continuing review and may be revoked at any time, for any reason, upon delivery of written notice to the franchisee. This ensures that any waivers are explicitly documented and can be adjusted as needed, providing clarity and legal certainty for both parties.