Does the Washington Addendum affect transfer fees for an Alloy franchise?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
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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- Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation.
In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to the 2025 Alloy FDD, the Washington Addendum addresses several aspects of the franchise agreement but does not explicitly mention transfer fees. The addendum states that the Washington Franchise Investment Protection Act will take precedence in case of conflicting laws. It also mentions franchisee rights regarding termination and renewal, and it specifies the location for arbitration, mediation, or litigation involving a franchise purchased in Washington.
Item 23 of the FDD discusses transfer fees, stating that a franchisee must pay Alloy a transfer fee of $10,000, which is nonrefundable, even if the transfer does not occur. The franchisee must seek prior written consent from Alloy for any transfer. Attempting to transfer without consent or not complying with the agreement terms renders the transfer void and triggers a fee equal to two times the standard transfer fee.
While the Washington Addendum does not directly address transfer fees, it does state that the Washington Franchise Investment Protection Act supersedes any conflicting provisions in the franchise agreement. Therefore, if the Washington Franchise Investment Protection Act has regulations regarding franchise transfer fees, those regulations would apply to an Alloy franchise in Washington, potentially modifying the standard transfer fee terms outlined in the franchise agreement.
Prospective Alloy franchisees in Washington should consult the Washington Franchise Investment Protection Act and seek legal counsel to understand how state law affects the transfer fee and transfer conditions outlined in the franchise agreement. They should also ask Alloy about any specific instances where the Washington Franchise Investment Protection Act has altered the application of transfer fees for Washington franchisees.