Does Floyds 99's failure to exercise a right constitute a waiver?

According to the 2025 Floyds 99 FDD, the absence of a reply from Floyds 99 regarding a proposed sale within a 90-day period is considered a waiver of their right of first refusal. This stipulation is outlined in Section 8.4, concerning the right of first refusal.

Specifically, if a developer (which may be a franchisee with development rights) wishes to transfer their rights or assets related to a Floyds 99 shop, they must first offer Floyds 99 the chance to purchase those rights or assets on the same terms as a third-party offer. Floyds 99 has 90 days to respond to the developer's notice of the proposed sale.

This means that if a Floyds 99 developer notifies the franchisor of a potential sale and does not receive a response within 90 days, the franchisor effectively waives its right to step in and purchase the rights or assets themselves. The developer is then free to proceed with the sale to the third party, provided they comply with other relevant sections of the agreement. This clause provides a clear timeline and consequence for Floyds 99's inaction, protecting the developer's ability to conduct business.