Does the Washington Addendum affect the Alloy franchise agreement's provisions regarding the franchisee's relationship with the franchisor?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
rea Development Agreement to the contrary, the Agreement is amended as follows:
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- Section 3, Development Fee, is amended to include the following statement: The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisee to the franchisor until the franchisor has completed its pre-opening obligations under the area development agreement.
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- In all other respects, the Area Development Agreement will be construed and enforced according to its terms.
Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.
FRANCHISOR: Alloy Personal Training, LLC DEVELOPER:
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, THE FRANCHISE AGREEMENT, AND ALL RELATED AGREEMENTS
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
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- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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- Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
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Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, the Washington Addendum does affect the franchise agreement's provisions regarding the franchisee's relationship with the franchisor. Specifically, RCW 19.100.180, the Franchisee Bill of Rights, may supersede provisions in the franchise agreement or related agreements concerning the franchisee's relationship with Alloy, including areas of termination and renewal. Additionally, court decisions may also supersede the franchise agreement concerning the franchisee's relationship with Alloy. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
Furthermore, the addendum states that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under Washington franchise law or disclaim reliance on statements made by Alloy or its representatives. This provision overrides any conflicting terms in other documents. Any provision in the franchise agreement that prohibits a franchisee from communicating with regulators is void and unenforceable in Washington, as it is inconsistent with instructions in the Franchise Disclosure Document and unlawful under RCW 19.100.180(2)(h).
These stipulations are crucial for prospective Alloy franchisees in Washington because they provide additional legal protections and ensure that certain rights cannot be waived or superseded by the standard franchise agreement. The addendum aims to protect franchisees by aligning the franchise agreement with Washington state law, particularly the Washington Franchise Investment Protection Act.