In the Checkersrallys agreement, what is the latest date that a party can provide written notice of a breach or violation?
Checkersrallys Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing, and except as otherwise prohibited or limited by applicable law, any failure, neglect, or delay of a party to assert any breach or violation of any legal or equitable right arising from or in connection with this Agreement, shall constitute a waiver of such right and shall preclude the exercise or enforcement of any legal or equitable remedy arising therefrom, unless written notice specifying such breach or violation is provided to the other party within 12 months after the later of: (a) the date of such breach or violation; or (b) the date of discovery of the facts (or the date the facts could have been discovered, using reasonable diligence) giving rise to such breach or violation.
Source: Item 23 — RECEIPTS (FDD pages 92–384)
What This Means (2025 FDD)
According to Checkersrallys's 2025 Franchise Disclosure Document, a party must provide written notice specifying a breach or violation within 12 months. This 12-month period starts from the later of two dates: either the date the breach or violation occurred, or the date the facts of the breach or violation were discovered, or could have been discovered through reasonable diligence.
This means that if a franchisee or Checkersrallys believes the other party has violated the agreement, they have a limited time to formally notify the other party in writing. Failing to provide this notice within the 12-month window could result in a waiver of their rights to pursue any legal or equitable remedy related to that breach. The 'reasonable diligence' clause places a responsibility on both parties to actively monitor compliance with the agreement.
For a prospective Checkersrallys franchisee, this clause highlights the importance of carefully reviewing the franchise agreement and diligently monitoring Checkersrallys's compliance. It also underscores the need to promptly address any concerns or suspected breaches by providing written notice within the specified timeframe to preserve their rights. This is a fairly standard clause in franchise agreements, intended to encourage timely communication and resolution of disputes.
It is important to note that this 12-month notice requirement is subject to any prohibitions or limitations imposed by applicable law. This means that in certain jurisdictions, the law may provide for a longer or shorter notice period, or may restrict the ability of the parties to contractually limit the time for providing notice of a breach.