How can a party waive an obligation imposed on the other party in the Itan franchise agreement?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
- **24.4.
Waivers.** Each party may waive any obligation imposed on the other party in writing.
Neither party is deemed to have waived or impaired any of its rights under this Agreement, including the right to require strict compliance with all terms of this Agreement or terminate this Agreement if the other party fails to comply with such terms, by virtue of: (a) any custom or practice of the parties at variance with the terms of this Agreement; (b) any failure, refusal or neglect by a party to exercise any right under this Agreement or require the other party to strictly comply with any term of this Agreement; (c) our waiver, failure or refusal to exercise any of our rights with respect to other franchisees; or (d) our acceptance of payment from you after your breach.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, either party can waive an obligation imposed on the other party, but such waiver must be in writing to be valid. This means that any verbal agreement to waive an obligation would not be legally binding.
This requirement for written waivers provides clarity and legal certainty. It ensures that both Itan and the franchisee have a clear record of any waived obligations, reducing the potential for misunderstandings or disputes later on. It also protects both parties by preventing unintentional waivers that might be implied from conduct or verbal agreements.
The FDD also states that neither party is considered to have waived or impaired any rights under the agreement simply due to custom, practice, failure to exercise a right, or acceptance of payment after a breach. This reinforces the importance of formal written waivers and ensures that Itan can still enforce the terms of the franchise agreement even if they have been lenient in the past. This clause protects Itan from inadvertently losing rights due to past actions or inactions.
For a prospective Itan franchisee, this means it is crucial to obtain any waivers of obligations in writing. Relying on verbal agreements or assumptions could lead to future disputes and the enforcement of obligations that were believed to be waived. It also means that Itan's past behavior or acceptance of payments does not automatically waive any rights under the franchise agreement.