If provisions in the Auntie Annes Disclosure Document or Franchise Agreement are inconsistent with Washington law, which provisions will prevail?
Auntie_Annes Franchise · 2024 FDDAnswer from 2024 FDD Document
In recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.180, the Disclosure Document for Auntie Anne's Franchisor SPV LLC for use in the State of Washington is amended as follows:
If any of the provisions in the Disclosure Document or Franchise Agreement are inconsistent with the relationship provisions of RCW 19.100.180 or other requirements of the Washington Franchise Investment Protection Act, the provisions of the Act will prevail over the inconsistent provisions of the Disclosure Document or Franchise Agreement (as applicable) with regard to any franchise sold in Washington.
In any arbitration involving a franchise purchased in Washington, the arbitration site will be either in Washington or in a place as mutually agreed-on at the time of the arbitration, or as determined by the arbitrator.
A release or waiver of rights signed by a franchisee will not include rights under the Act except when signed with a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel.
Provisions such as those that unreasonably restrict or limit the statute of limitations period for claims under the Act and rights or remedies under the Act, such as a right to a jury trial, may not be enforceable.
The State of Washington has a statute, RCW 19.100.180, that may supersede the Franchise Agreement in your relationship with the franchisor, including the areas of termination and renewal of your franchise.
There also may be court decisions that supersede the Franchise Agreement in your relationship with the franchisor, including the areas of termination and renewal of your franchise.
Source: Item 22 — CONTRACTS (FDD page 106)
What This Means (2024 FDD)
According to Auntie Anne's 2024 Franchise Disclosure Document, the Washington Addendum clarifies the relationship between the franchise agreement and Washington law for franchises sold in Washington state. If any provisions within the Disclosure Document or the Franchise Agreement are inconsistent with the Washington Franchise Investment Protection Act (RCW 19.100.180), the provisions of the Act will take precedence. This ensures that franchisees in Washington are protected by state law, even if the franchise agreement contains conflicting terms.
This addendum also specifies that for any arbitration involving a franchise purchased in Washington, the arbitration site will be in Washington or a location mutually agreed upon at the time of arbitration, or as determined by the arbitrator. This provision aims to provide a more accessible and fair arbitration process for Washington franchisees, preventing them from being forced to arbitrate disputes in distant locations.
Furthermore, any release or waiver of rights signed by an Auntie Annes franchisee will not include rights under the Act unless it is part of a negotiated settlement after the Franchise Agreement is in effect and both parties are represented by independent counsel. This protects franchisees from unknowingly waiving their rights under the Washington Franchise Investment Protection Act. The FDD also notes that provisions that unreasonably restrict or limit the statute of limitations period for claims under the Act and rights or remedies under the Act, such as a right to a jury trial, may not be enforceable.