Does a description of default in a notice from Bonchon limit Bonchon from specifying additional defaults in a legal action related to the Bonchon agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
of the foregoing, the acceptance of any payment specified to be paid by you under this Agreement will not be, nor be construed to be, 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; our 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 area development agreements for other Restaurants which contain provisions different from those contained in this Agreement; or, our acceptance of any payments due from you after any breach of this Agreement.
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 the franchisee does not constitute a waiver of any breach of the franchise agreement. Bonchon retains the right to demand strict compliance with all terms and conditions, even if there has been a custom or practice to the contrary. Bonchon's failure to exercise a right or insist on compliance does not prevent them from doing so later. This includes the right to terminate the agreement for a breach.
This means that even if Bonchon has not previously enforced a specific term of the agreement, they are not prevented from doing so in the future. This also applies even if Bonchon has accepted payments from the franchisee after a breach has occurred.
For a prospective Bonchon franchisee, this indicates that they must adhere to every term, condition, and covenant in the Franchise Agreement. The franchisee cannot assume that past leniency or acceptance of payments implies a permanent waiver of any requirement. Bonchon has the right to demand exact compliance at any time, and a franchisee's failure to comply can result in termination of the agreement, regardless of prior interactions or accepted payments.