Does Monicals Pizza's consent to a transfer waive the right to demand compliance with the terms of the Agreement?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
No failure of Franchisor to exercise any power reserved to it hereunder, or to insist upon strict compliance by Developer with any obligation or condition hereunder, and no custom or practice of the parties in variance with the terms hereof, shall constitute a waiver of Franchisor's right to demand exact compliance with the terms of this Development Agreement. Waiver by Franchisor of any particular default by Developer shall not be binding unless in writing and executed by Franchisor and shall not affect nor impair Franchisor's right with respect to any subsequent default of the same or of a different nature. Subsequent acceptance by Franchisor of any payment(s) due shall not be deemed to be a waiver by Franchisor of any breach by Developer of any terms, covenants or conditions of this Development Agreement.
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
Based on the 2025 Monicals Pizza Franchise Disclosure Document, the franchisor's failure to enforce any right or insist on compliance by the developer does not constitute a waiver of Monicals Pizza's right to demand exact compliance with the terms of the Development Agreement. A waiver by Monicals Pizza of any default by the developer is only binding if it is in writing and executed by Monicals Pizza. This waiver does not affect Monicals Pizza's rights regarding any subsequent default of the same or different nature.
Furthermore, subsequent acceptance of any payments due does not imply a waiver of any breach by the developer of the terms, covenants, or conditions of the Development Agreement. This means that even if Monicals Pizza accepts late payments or doesn't initially enforce a specific requirement, they still retain the right to enforce all terms of the agreement in the future.
For a prospective Monicals Pizza franchisee, this clause underscores the importance of adhering strictly to all terms of the franchise agreement. Even if certain requirements are not consistently enforced, Monicals Pizza retains the right to demand full compliance at any time. It would be prudent for a potential franchisee to seek legal counsel to fully understand the implications of this clause and ensure they are prepared to meet all obligations outlined in the agreement.