How can a term of the Canopy Lawn Care Note be waived, modified, or amended?
Canopy_Lawn_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
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- This Note constitutes the entire contract between the maker and the holder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.
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- No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the maker and the holder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
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- No failure by the holder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.
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- If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.
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Source: Item 23 — RECEIPT (FDD pages 55–199)
What This Means (2025 FDD)
According to Canopy Lawn Care's 2025 Franchise Disclosure Document, any term of the Promissory Note can only be waived, modified, or amended through a written instrument. This instrument must be signed by both the maker (the franchisee) and the holder (Canopy Lawn Care). This requirement ensures that any changes to the Note are formally documented and agreed upon by all parties involved, preventing potential misunderstandings or disputes.
This clause provides a level of security and clarity for both Canopy Lawn Care and its franchisees. It prevents either party from unilaterally altering the terms of the Note. The written requirement ensures there is a clear record of any agreed-upon changes. This is a standard practice in franchising and business agreements, as it protects the interests of all parties by ensuring transparency and mutual consent.
The FDD also states that any waiver of terms is only effective in the specific instance and for the specific purpose given. This means that a one-time waiver does not set a precedent for future situations. Additionally, the document specifies that failure or delay by the holder (Canopy Lawn Care) to exercise any right or remedy does not operate as a waiver, and the rights and remedies provided are cumulative and not exclusive of other rights or remedies provided by law.
Furthermore, the document clarifies that the Note constitutes the entire contract between the maker and the holder, superseding any prior oral or written agreements. This reinforces the importance of the written Note and any written modifications as the definitive agreement. The Note and any amendments can be executed in counterparts, including electronic formats, making the process more efficient while maintaining legal validity.