Under the Checkersrallys agreement, what is required for the franchisor to revoke a waiver?
Checkersrallys Franchise · 2025 FDDAnswer from 2025 FDD Document
10.03 Exercise of Rights of Parties. The rights of Franchisor and Area Franchisee hereunder are cumulative and no exercise or enforcement by Franchisor or Area Franchisee of any right or remedy hereunder shall preclude the exercise or enforcement by Franchisor or Area Franchisee of any other right or remedy hereunder which Franchisor or Area Franchisee is entitled to enforce by law. If Area Franchisee commits any act of default under this Agreement for which Franchisor exercises its right to terminate this Agreement, Area Franchisee shall pay to Franchisor all actual, consequential, special and incidental damages Franchisor incurs as a result of the premature termination of this Agreement regardless of whether or not such damages are reasonably foreseeable. Area Franchisee acknowledges and agrees that the proximate cause of such damages sustained by Franchisor is Area Franchisee's act of default and not Franchisor's exercise of its right to terminate. 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 the 2025 Checkersrallys Franchise Disclosure Document, if a party fails to assert a breach or violation of any legal or equitable right arising from the agreement, it constitutes a waiver of that right, preventing the exercise or enforcement of any legal or equitable remedy. However, this waiver is not absolute. To prevent the waiver from taking effect, the party must provide written notice specifying the breach or violation to the other party. This notice must be given 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.
In practical terms, this means that if Checkersrallys, as the franchisor, wants to ensure it does not waive its rights due to a franchisee's breach, it must provide a written notice to the franchisee within the specified timeframe. This requirement ensures that Checkersrallys franchisees are promptly informed of any breaches and have the opportunity to address them, while also protecting Checkersrallys's legal rights.
This clause provides a clear framework for how waivers are handled under the Checkersrallys franchise agreement, balancing the need for timely enforcement of rights with the potential for inadvertent waivers. It is important for prospective franchisees to understand these conditions to ensure they are aware of their obligations and the steps Checkersrallys must take to preserve its rights under the agreement.