Under what conditions does a course of dealing constitute a waiver of a provision in the Degree Wellness Agreement?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
16.6 No course of dealing between the Parties, no waiver by either Party and no refusal or neglect of either Party to exercise any right hereunder or to enforce compliance with the terms of this Agreement shall constitute a waiver of any provision herein, unless such waiver is expressed
in writing by the waiving Party and is clearly designated as a waiver to a specific provision(s) of this Agreement.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 63–66)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, a 'course of dealing' (i.e., the way Degree Wellness and a franchisee typically interact) does not automatically waive any part of the franchise agreement.
Specifically, for a waiver to be valid, it must be expressed in writing by the party who is waiving their right. This written waiver must also clearly state that it is intended as a waiver for a specific provision or provisions within the Degree Wellness Agreement.
This means that even if Degree Wellness has, in the past, not enforced a particular rule or requirement, that doesn't mean they've given up the right to enforce it in the future. The franchisee cannot assume that past behavior constitutes a permanent change to the agreement unless they have it in writing. This protects both Degree Wellness and the franchisee by ensuring that any changes to the agreement are clearly documented and agreed upon.