Can RCW 19.100.180 supersede provisions in the Basecamp Fitness franchise agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
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 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, RCW 19.100.180, which is part of the Washington Franchise Investment Protection Act, may indeed supersede provisions within the franchise agreement. This is explicitly stated in the Washington Addendum to the franchise agreement, which applies if the franchise is offered or accepted in Washington, if the purchaser is a Washington resident, or if the franchised business operates in Washington.
This means that certain clauses in the standard Basecamp Fitness franchise agreement could be rendered unenforceable if they conflict with the rights and protections provided to franchisees under Washington law. Specifically, the FDD mentions that RCW 19.100.180 may impact areas such as termination and renewal of the franchise agreement. Additionally, court decisions could also override the franchise agreement in matters concerning the franchisee's relationship with Basecamp Fitness.
For a prospective Basecamp Fitness franchisee in Washington, this addendum offers a degree of protection by ensuring that the franchise agreement adheres to Washington state law. It is important for franchisees to be aware of their rights under the Washington Franchise Investment Protection Act and to consult with legal counsel to understand how these protections apply to their specific situation. Franchisees should carefully review the Washington Addendum in conjunction with the franchise agreement to fully understand their rights and obligations.