Under what conditions would Buona be deemed to have waived any rights under the Guaranty?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Franchisor.
No delay or omission on the part of Franchisor in exercising any right shall operate as a waiver of such right or any other right.
A waiver by Franchisor of a provision of this Guaranty shall not prejudice or constitute a waiver of Franchisor's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty.
No prior waiver by Franchisor, nor any course of dealing between Franchisor and Guarantor, shall constitute a waiver of any of Franchisor's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Franchisor is required under this Guaranty, the granting of such consent by Franchisor in any instance shall not constitute continuing consent to subsequent instances
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, Buona will not be considered to have relinquished any rights under the Guaranty unless such a waiver is formally documented in writing and bears Buona's signature. This stipulation ensures that any waiver of rights is explicit and intentional, protecting Buona from unintentional loss of its rights.
Furthermore, any leniency or inaction on Buona's part in enforcing its rights does not constitute a waiver of those rights. This means that even if Buona delays or omits exercising a particular right, it does not forfeit that right or any other right it possesses under the Guaranty. Similarly, if Buona waives a specific provision within the Guaranty, it does not compromise its ability to demand strict adherence to that provision or any other provision in the future.
Past waivers or the established course of dealing between Buona and the guarantor do not set a precedent for future transactions. Each instance is treated independently, ensuring that Buona's rights and the guarantor's obligations are assessed on a case-by-case basis. Moreover, any consent granted by Buona under the Guaranty is not to be interpreted as an ongoing consent for subsequent situations, reinforcing the need for explicit consent in each instance where it is required.