Can Aerus franchisees seek treble damages under certain circumstances in Washington?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
ise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
- 12. Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
- 13. Attorneys' Fees. If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys' fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
- 14. Noncompetition Covenants. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.
- 15. Nonsolicitation Agreements. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same fra
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
The 2025 Aerus Franchise Disclosure Document states that any provision in the franchise agreement requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is modified. This modification ensures that Aerus franchisees in Washington are not obligated to indemnify, reimburse, defend, or hold harmless Aerus or any other indemnified party for losses or liabilities resulting from the indemnified party's negligence, willful misconduct, strict liability, or fraud. This provides a level of protection to the franchisee against liabilities caused by Aerus's actions.
Additionally, if the franchise agreement requires a franchisee to reimburse Aerus for court costs or expenses, including attorneys' fees, such a provision only applies if Aerus is the prevailing party in any judicial or arbitration proceeding. This means that an Aerus franchisee would not be responsible for covering Aerus's legal costs unless Aerus wins the case. This is a standard protection for franchisees, ensuring they are not unfairly burdened with legal expenses if they lose a dispute.
The FDD also addresses noncompetition and nonsolicitation agreements within Washington state. Noncompetition covenants are void and unenforceable against an employee of a franchisee unless the employee's earnings exceed $100,000 per year (adjusted annually for inflation). Similarly, noncompetition covenants are unenforceable against an independent contractor of a franchisee unless their earnings exceed $250,000 per year (adjusted annually for inflation). Furthermore, Aerus is prohibited from restricting a franchisee from soliciting or hiring employees of other Aerus franchisees or Aerus itself. These regulations provide franchisees with greater flexibility in hiring and operating their businesses within Washington, as they are not unduly restricted by non-compete or non-solicitation clauses for lower-earning workers.