Under the Belocal franchise agreement, what constitutes a waiver of rights by the Franchisor?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
- B.
No Waiver.
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.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, the franchise agreement specifies that the franchisor's inaction or leniency does not constitute a waiver of their rights. Specifically, any delay, waiver, omission, or forbearance on Belocal's part in exercising any right related to a breach or default by the franchisee or its principals does not prevent Belocal from enforcing that right later, either for the original breach or for any subsequent breach. This protects Belocal's ability to act on violations even if they initially choose not to.
This provision means that Belocal can choose to be lenient with a franchisee without permanently giving up their right to enforce the franchise agreement. For example, if a franchisee is late with a royalty payment and Belocal doesn't immediately impose a penalty, they still retain the right to enforce the penalty for future late payments or even for the original late payment at a later date. This is a common provision in franchise agreements, designed to give the franchisor flexibility in managing its relationships with franchisees while protecting its legal rights.
Furthermore, the Belocal franchise agreement states that any approval, consent, advice, or suggestion given to the franchisee, or any neglect, delay, or denial of any request, does not create a warranty or guarantee by Belocal, nor does it create any liability or obligation to the franchisee or any third party. This clause protects Belocal from being held liable for any outcomes related to advice or decisions they make in assisting the franchisee. This ensures that Belocal's guidance is not interpreted as a guarantee of success or a binding obligation.
In summary, the 'No Waiver' and 'Approval or Consent' clauses in the Belocal franchise agreement are designed to protect Belocal's rights and limit its liabilities. A prospective franchisee should understand that Belocal's actions or inactions do not necessarily indicate a permanent change in policy or a relinquishment of their rights under the agreement.