Does a failure to exercise a right under the Belocal agreement operate as a waiver of that right?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver.
No failure to exercise, or delay in exercising, any Right operates as a waiver thereof.
No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right.
The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that, the parties intend that the remedy set out in Section 7 (Limited Warranty) is the Franchisee's exclusive remedy for any breach by N2 of the limited warranty set out in Section 9.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, a failure to exercise a right under the franchise agreement does not operate as a waiver of that right. Specifically, the FDD states that no failure to exercise, or delay in exercising, any right operates as a waiver. This means Belocal retains its rights even if it doesn't immediately enforce them.
This clause protects Belocal by ensuring that its inaction or delay in enforcing the terms of the agreement does not prevent it from enforcing those terms later. For a franchisee, this means Belocal can address breaches or defaults at a later time, even if they initially overlooked them. This is a standard provision in franchise agreements, designed to give the franchisor flexibility in managing its network without inadvertently losing its contractual rights.
The agreement also specifies that any waiver of rights must be in writing and signed by the party granting the waiver to be effective. This requirement for a written waiver provides clarity and avoids disputes over whether a waiver was actually intended. Furthermore, the rights under the Belocal agreement are cumulative, meaning they are in addition to any other rights and remedies available at law or in equity.
Prospective Belocal franchisees should understand that Belocal's rights are cumulative and can be exercised at any time, even if there has been a delay. This provision is designed to protect Belocal's interests and ensure the consistent enforcement of the franchise agreement. Franchisees should be aware of their obligations under the agreement and ensure compliance to avoid potential enforcement actions by Belocal.