J.C., Inc., had a franchise agreement with McDonaldàCorporation to operate McDonaldàrestaurants in Lancaster, Ohio. The agreement required J.C. to make monthly payments to McDonaldàof certain percentages of the gross sales. If any payment was more than 30 days late, McDonaldàhad the right to terminate the franchise. The agreement also stated that even if McDonaldàaccepted a late payment, that would not ïnstitute a waiver of any subsequent breach.
cDonaldàsometimes accepted J.C.àlate payments, but when J.C. defaulted on the payments in July 2010, McDonaldàgave notice of 30 days to comply or surrender possession of the restaurants. J.C. missed the deadline. McDonaldàdemanded that J.C. vacate the restaurants, but J.C. refused. McDonaldàfiles a lawsuit alleging that J.C. had violated the franchise agreement. J.C claimed that McDonaldàhad breached the implied covenant of good faith and fair dealing. Which party should prevail and why??