What triggers the start of the 12-month period for providing notice of a breach or violation in the Checkersrallys agreement?
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, the start of the 12-month period for providing written notice of a breach or violation of the agreement is triggered by the later of two dates. These dates are (a) the actual date the breach or violation occurred, or (b) the date when the facts of the breach or violation were discovered, or could have been discovered through reasonable diligence. This means Checkersrallys franchisees must be vigilant in identifying any potential breaches and act promptly.
This clause is important because it sets a time limit for either party (Checkersrallys or the franchisee) to assert their rights regarding a breach. Failing to provide written notice within this 12-month window could result in a waiver of those rights, preventing the party from pursuing any legal or equitable remedies. The "reasonable diligence" standard means franchisees can't simply ignore potential issues and claim ignorance later; they are expected to actively monitor compliance with the agreement.
For a prospective Checkersrallys franchisee, this highlights the need for careful record-keeping and proactive communication. Franchisees should establish systems to monitor their own compliance and promptly investigate any potential breaches by Checkersrallys. Seeking legal counsel to understand the implications of this clause and to develop appropriate monitoring and notification procedures would be a prudent step.