Does Bonchon's acceptance of payments from a franchisee constitute a waiver of any breach of the Bonchon Franchise Agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
r delay continues for more than 180 days, we will have the right at any time thereafter during the continuance of such failure or delay to terminate this Agreement upon 30 days advance written notice to you.
21. APPROVALS AND WAIVER
21.01 Approvals
Whenever this Agreement requires you to secure our prior approval or consent, such approval or consent must be obtained in writing and must be timely sought.
21.02 Waiver and Delay
No waiver or delay in either party's enforcement of any breach of any term, covenant or condition of this Agreement will be construed as a waiver by that party of such breach or any preceding or succeeding breach, or any other term, covenant or condition of this Agreement. Without limiting any
of the foregoing, the acceptance of any payment specified to be paid by you under this Agreement will not be, nor constitute, a waiver of any breach of any term, covenant or condition of this Agreement.
We shall not be required to waive or impair any right, power, or option this Agreement reserves (including, without limitation, our right to demand exact compliance with every term, condition, and covenant or to terminate this Agreement before its term expires due to a breach) because of any custom or practice at variance with this Agreement's terms; our or your failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement, including, without limitation, any System standard;
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, Bonchon's acceptance of payments from a franchisee does not constitute a waiver of any breach of the Franchise Agreement. Bonchon retains the right to demand compliance with all terms, conditions, and covenants, and to terminate the agreement for a breach, even after accepting payments. This protects Bonchon's ability to enforce the agreement and address any ongoing or repeated violations by the franchisee.
This provision means that even if a Bonchon franchisee is behind on payments or violates another aspect of the agreement, Bonchon can still accept payments to reduce the outstanding balance without giving up its right to take action on the original breach. For example, if a franchisee fails to maintain the required quality standards but continues to pay royalties, Bonchon can accept the royalties while still requiring the franchisee to correct the quality issues or face termination.
This is a fairly standard clause in franchise agreements, designed to protect the franchisor's rights. It prevents franchisees from arguing that the franchisor's acceptance of payments implies forgiveness of any existing breaches. Prospective Bonchon franchisees should understand that maintaining full compliance with the Franchise Agreement is essential, regardless of whether Bonchon accepts payments during a period of non-compliance.
Bonchon also is not required to waive or impair any right because of any custom or practice at variance with the agreement's terms; a failure, refusal, or neglect to exercise any right under this Agreement; a waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other Bonchon Restaurants; the existence of franchise agreements for other Restaurants which contain provisions different from those contained in this Agreement; or, Bonchon's acceptance of any payments due from you after any breach of this Agreement.