Does the Washington addendum to the Apricot Lane franchise agreement supersede the original agreement?
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 the 2025 Apricot Lane Franchise Disclosure Document, the Washington state addendum does, under certain circumstances, supersede the original franchise agreement. Specifically, in the event of conflicting laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, will take precedence. This means that if any part of the standard Apricot Lane franchise agreement clashes with Washington state law, the state law will govern.
RCW 19.100.180 may also supersede the franchise agreement, particularly in matters concerning the termination and renewal of the franchise. Furthermore, court decisions in Washington could also override the franchise agreement in these areas. This indicates that Washington Apricot Lane franchisees have additional protections and rights under state law that may not be available to franchisees in other states.
Additionally, the addendum specifies that for any arbitration or mediation involving a franchise purchased in Washington, the venue will be in Washington state or a location mutually agreed upon. Franchisees in Washington also have the right to bring legal action in Washington if litigation is not precluded by the franchise agreement, especially for issues related to the sale of franchises or violations of the Washington Franchise Investment Protection Act. This ensures that Washington franchisees have access to local legal remedies and protections.
The addendum also addresses the enforceability of releases or waivers of rights, stating that a franchisee cannot waive rights under the Washington Franchise Investment Protection Act unless it is part of a negotiated settlement with independent legal representation. Provisions that unreasonably restrict the statute of limitations or rights to a jury trial may also be deemed unenforceable. This provision aims to protect franchisees from unknowingly giving up their legal rights under state law. Transfer fees are collectable only to the extent that they reflect Apricot Lane's reasonable costs in effecting a transfer.