What is the impact of a delay in exercising a right by Belocal on future breaches by the franchisee?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
. No delay, waiver, omission, or forbearance on the part of Franchisor to exercise any right, option, duty, or power arising out of any breach or default by Franchisee or the Principals under this Agreement shall constitute a waiver by Franchisor to enforce any such right, option, duty, or power against Franchisee or the Principals, or as to a subsequent breach or default by Franchisee or the Principals.
- C. Approval or Consent. Whenever this Agreement requires the prior approval or consent of Franchisor, Franchisee must make a timely written request to Franchisor, and such approval or consent must be obtained in writing. No waiver, approval, consent, advice, or suggestion given to Franchisee, and no neglect, delay, or denial of any request therefor, shall constitute a warranty or guaranty by Franchisor, nor does Franchisor assume any liability or obligation to Franchisee or any third party as a result thereof.
- D. Force Majeure.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, a delay in exercising a right does not constitute a waiver by Belocal to enforce any right against the franchisee for the original breach or any subsequent breaches. This means that even if Belocal does not immediately act upon a franchisee's violation of the franchise agreement, they still retain the right to enforce that right in the future. This protects Belocal's interests by ensuring that their rights under the agreement are not diminished by leniency or delayed action.
This lack of waiver extends to other actions as well. Approvals, consents, advice, or suggestions given to the franchisee do not create any warranty or guarantee by Belocal, nor does Belocal assume any liability to the franchisee or any third party as a result. This prevents franchisees from claiming reliance on informal communications or actions as a defense against breaches of the agreement.
This provision is fairly standard in franchise agreements, as franchisors need to maintain the ability to enforce brand standards and contractual obligations consistently across all franchisees. It is important for prospective Belocal franchisees to understand that Belocal's inaction on a particular breach does not excuse future compliance, nor does it prevent Belocal from taking action on similar breaches later on.