Must a waiver by City Wide of a franchisee's default be in writing to be binding?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- 22.2 No failure of CITY WIDE to send any Notice of Cure or to exercise any power reserved to it under this Agreement, or to insist upon strict compliance by Franchisee with any obligation or condition under this Agreement, and no custom or practice of the parties in variance with the terms of this Agreement, will constitute a waiver of CITY WIDE's right to demand exact compliance with the terms of this Agreement. Waiver by CITY WIDE of any particular default by Franchisee will not be binding unless in writing and executed by the party sought to be charged and will not affect or impair CITY WIDE's right with respect to any subsequent default of the same or of a different nature; nor will any delay, waiver, forbearance, or omission of CITY WIDE to exercise any power or rights arising out of any breach or default by Franchisee of any of the terms, provisions, or covenants of this Agreement, affect or impair CITY WIDE's rights nor will such constitute a waiver by CITY WIDE of any right or of the right to declare any subsequent breach or default. Subsequent acceptance by CITY WIDE of any payment(s) due to it will not be deemed to be a waiver by CITY WIDE of any preceding breach by Franchisee of any terms, covenants, or conditions of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, any waiver by City Wide of a franchisee's default must be in writing to be binding. Specifically, the franchise agreement states that no failure by City Wide to send a Notice of Cure or to exercise any power reserved to it, nor any custom or practice varying from the agreement's terms, will waive City Wide's right to demand compliance with the agreement.
This means that even if City Wide has, in the past, overlooked a franchisee's failure to meet certain obligations, City Wide does not give up its right to enforce those obligations in the future. City Wide's consistent enforcement of the franchise agreement is not considered a waiver of its rights.
For a City Wide franchisee, this underscores the importance of adhering strictly to the terms of the franchise agreement. Any understanding or agreement that deviates from the written contract must be formally documented and executed by both parties to be considered valid and binding. This protects both the franchisee and City Wide by ensuring clarity and preventing disputes based on informal or undocumented arrangements.