Does a delay by Floyds 99 in exercising a right under the agreement constitute a waiver?

According to the 2025 Floyds 99 Franchise Disclosure Document, a delay in replying to a notice regarding a proposed sale can be considered a waiver of their right of first refusal. Specifically, if a Developer (franchisee) notifies Floyds 99 of a proposed sale and Floyds 99 does not respond within a 90-day period, this absence of a reply is considered a waiver of Floyds 99's right of first refusal.

This means that if a Floyds 99 franchisee wishes to sell their franchise, they must first offer Floyds 99 the opportunity to buy it on the same terms as the proposed buyer. Floyds 99 has 90 days to respond to this offer. If Floyds 99 fails to respond within this timeframe, the franchisee is free to proceed with the sale to the original proposed buyer.

This clause protects the franchisee's ability to sell their business in a timely manner. Without such a clause, a franchisor could potentially delay or obstruct a sale by simply not responding to the franchisee's notice. It is important for prospective franchisees to understand this provision, as it ensures they have the right to sell their business if Floyds 99 does not exercise its right of first refusal within the specified timeframe.