What happens in the event of a conflict of laws regarding the Azal Coffee franchise agreement in Washington?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
In recognition of the requirements of the Washington Franchise Investment Protection Act, the parties agree as follows:
- Washington Law. The Franchise Agreement is amended by adding the following paragraphs:
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 51–204)
What This Means (2024 FDD)
According to Azal Coffee's 2024 Franchise Disclosure Document, the franchise agreement is amended for franchisees in Washington state. Specifically, in the event of a conflict of 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 Azal Coffee franchise agreement clashes with Washington state law, the state law will be the governing rule. This is particularly relevant because RCW 19.100.180 may supersede the franchise agreement, especially in matters of termination and renewal of the franchise. Court decisions may also override the franchise agreement in these areas.
Furthermore, any arbitration or mediation involving an Azal Coffee franchise purchased in Washington must occur within the state, or at a location mutually agreed upon, or as determined by the arbitrator or mediator. Franchisees in Washington also have the right to bring legal action in Washington state for issues arising from the sale of franchises or violations of the Washington Franchise Investment Protection Act, provided litigation isn't precluded by the franchise agreement. Any release or waiver of rights by a franchisee cannot include rights under the Washington Franchise Investment Protection Act unless it's part of a negotiated settlement with independent legal representation after the agreement is already in effect. Provisions that unreasonably restrict the statute of limitations or rights to a jury trial may not be enforceable.
Finally, transfer fees are collectable only to the extent that they reflect Azal Coffee's reasonable estimated or actual costs in effecting a transfer. These stipulations ensure that Washington franchisees receive the protections afforded to them under state law, even if the standard franchise agreement attempts to limit those rights.