Can provisions in the Basecamp Fitness franchise agreement unreasonably restrict the statute of limitations period for claims under the Washington Franchise Investment Protection Act?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
WASHINGTON ADDENDUM TO THE DEVELOPMENT AGREEMENT AND RELATED AGREEMENTS
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
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- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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- Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise.
There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor.
Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the Washington Addendum to the franchise agreement addresses potential conflicts with the Washington Franchise Investment Protection Act. Specifically, if there is a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will take precedence. This means that any clause in the franchise agreement that might contradict or undermine the protections offered by Washington state law would be superseded by the state law itself. Franchisees in Washington should be aware that RCW 19.100.180, also known as the Franchisee Bill of Rights, may override specific terms in the franchise agreement, especially concerning termination and renewal.
This addendum serves as a safeguard for Basecamp Fitness franchisees in Washington, ensuring that their rights under state law are not compromised by the standard terms of the franchise agreement. The FDD explicitly states that franchise agreement provisions, including those summarized in Item 17, are subject to state law. This acknowledgment is crucial because it informs potential franchisees that the protections afforded by Washington's franchise laws cannot be waived or diminished by the franchise agreement.
Prospective Basecamp Fitness franchisees in Washington should carefully review the Washington Addendum and understand their rights under the Washington Franchise Investment Protection Act. They should also consult with legal counsel to ensure full comprehension of how state law interacts with the franchise agreement. This proactive approach will help franchisees protect their investment and ensure fair treatment throughout the franchise relationship.