Does Belocal's failure to object to a breach of the agreement constitute a waiver of that breach or any subsequent breach?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
Any failure by Franchisor to object to or take action with respect to any breach of any provision of this Agreement by Covenantor will not operate or be construed as a waiver of or consent to that breach or any subsequent breach by Covenantor.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the franchisor's failure to object to a breach of the agreement by the franchisee (referred to as "Covenantor" in this section) does not constitute a waiver of that breach or any subsequent breach. This means that even if Belocal does not immediately take action against a franchisee for violating the franchise agreement, Belocal still retains the right to enforce the agreement in the future.
This provision protects Belocal's ability to address breaches of the agreement without setting a precedent that inaction implies acceptance. For a prospective franchisee, this means that compliance with the franchise agreement is always required, and a lack of immediate enforcement does not excuse any violation. Franchisees cannot assume that a failure to object to a breach means that the term of the agreement is no longer in effect.
This type of clause is common in franchise agreements, as it allows the franchisor flexibility in managing its network of franchisees. Belocal can choose to work with a franchisee to correct a minor infraction without giving up its right to enforce the agreement strictly in the future or in cases of more serious violations. Franchisees should be aware of all the terms of the agreement and consistently adhere to them, as Belocal retains the right to enforce those terms regardless of prior actions or inactions.