Is Crisp & Green deemed to have waived any right if they accept payments after a breach of the agreement?
Crisp_Green Franchise · 2024 FDDAnswer from 2024 FDD Document
18.02 Waiver of Obligations. We and you may by written instrument unilaterally waive or reduce any obligation of the other under this Agreement. Any waiver granted by us shall be without prejudice to any other rights we may have, will be subject to continuing review by us and may be revoked, in our sole discretion, at any time and for any reason, effective upon delivery to you of ten (10) days' prior notice. You and we shall not be deemed to have waived any right reserved by this Agreement by virtue of any custom or practice of the parties at variance with it; any failure, refusal or neglect by you or us to exercise any right under this Agreement (except as provided in Section 18.03) or to insist upon exact compliance by the other with its obligations hereunder; any waiver, forbearance, delay, failure or omission by us to exercise any right, whether of the same, similar or different nature, with respect to other Restaurants; or the acceptance by us of any payments due from you after any breach of this Agreement. However, you agree that you will give us immediate written notice of any claimed breach or violation of this Agreement as soon as possible after you have knowledge, or determine, or are of the opinion, that there has been a breach or violation by us of this Agreement. If you fail to give written notice to us of any claimed misrepresentation, violation of law, or breach of this Agreement within one (1) year from the date you have knowledge, determine, are of the opinion, or become aware of facts and circumstances reasonably indicating, that you may have a claim against us or against any of our affiliates under any state law, federal law, or common law, then the misrepresentation, violation of law, or breach will be considered to have been condoned, approved and waived by you, and you will be barred from beginning any legal, arbitration, or other action against us or against our affiliates, or from instituting any counterclaim against us or our affiliates, for the misrepresentation, violation of law, or breach, or from using the alleged act or omission as a defense to any action we may maintain against you.
Source: Item 23 — RECEIPTS (FDD pages 66–252)
What This Means (2024 FDD)
According to Crisp & Green's 2024 Franchise Disclosure Document, Crisp & Green's acceptance of payments from a franchisee after a breach of the Franchise Agreement does not automatically mean that Crisp & Green has waived any of its rights.
Specifically, Crisp & Green retains the right to exercise its rights despite accepting payments after a breach. However, the franchisee also has a responsibility to notify Crisp & Green in writing of any claimed breach or violation of the agreement as soon as possible after becoming aware of it.
If a Crisp & Green franchisee fails to provide written notice of any claimed misrepresentation, violation of law, or breach of the Franchise Agreement within one year from the date they become aware of facts reasonably indicating a potential claim, the franchisee will be considered to have condoned, approved, and waived the issue. In this case, the franchisee would be barred from taking any legal action, arbitration, or instituting a counterclaim against Crisp & Green.