In Washington, if there are inconsistencies between the Auntie Annes Franchise Disclosure Document or Franchise Agreement and the Washington Franchise Investment Protection Act, 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 Annes's 2024 Franchise Disclosure Document, specifically the Washington Addendum, the Washington Franchise Investment Protection Act will take precedence if any provisions within the Disclosure Document or Franchise Agreement are inconsistent with the Act's relationship provisions. This ensures that franchisees in Washington are protected by state law, overriding any conflicting terms in the franchise agreement.
This means that prospective Auntie Annes franchisees in Washington should be aware that certain clauses in the standard franchise agreement might not be enforceable if they contradict Washington law. This primarily concerns the relationship between the franchisor and franchisee as defined in RCW 19.100.180. Areas like termination and renewal of the franchise could be superseded by the Act or relevant court decisions.
For an Auntie Annes franchisee, this addendum provides an additional layer of protection and legal certainty. It is crucial for franchisees to understand their rights under the Washington Franchise Investment Protection Act and to consult with legal counsel to ensure full compliance and awareness of how the Act impacts their franchise agreement. This also applies to dispute resolution, where the arbitration site must be in Washington or a mutually agreed-upon location.