Are there any court decisions that may supersede the Apricot Lane franchise agreement in Washington?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
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.
A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer
Source: Item 23 — RECEIPTS (FDD pages 51–222)
What This Means (2025 FDD)
According to Apricot Lane's 2025 Franchise Disclosure Document, specifically the addendum for Washington State, court decisions may indeed supersede the franchise agreement. This means that certain rulings by courts in Washington could take precedence over the terms outlined in the standard Apricot Lane franchise agreement, particularly in areas concerning termination and renewal of the franchise.
This provision is important for prospective franchisees in Washington because it acknowledges that the standard franchise agreement is not the final word. The Washington Franchise Investment Protection Act and court decisions can modify or invalidate certain aspects of the agreement to protect the franchisee's rights. For example, if a clause in the Apricot Lane franchise agreement is found to violate the Washington Franchise Investment Protection Act, that clause may not be enforceable.
The FDD also clarifies that any arbitration or mediation involving an Apricot Lane franchise in Washington must occur within the state, unless both parties agree to an alternative location or the arbitrator/mediator decides otherwise. Furthermore, franchisees in Washington have the right to bring legal action related to franchise sales or violations of the Washington Franchise Investment Protection Act within the state, provided litigation isn't precluded by the franchise agreement. This ensures that franchisees have access to local legal recourse.
Finally, the FDD notes that any release or waiver of rights by a franchisee cannot include rights protected under the Washington Franchise Investment Protection Act, unless it's part of a negotiated settlement with independent legal representation after the franchise agreement is already in effect. This prevents Apricot Lane from forcing franchisees to unknowingly give up their legal protections under state law. Transfer fees must also reflect the franchisor's reasonable costs.