In the event of conflicting laws, which law prevails for a Beem Light Sauna franchise in Washington?
Beem_Light_Sauna Franchise · 2025 FDDAnswer from 2025 FDD Document
are domiciled in Rhode Island and the Studio that you will operate under the Franchise Agreement will be located in Rhode Island; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in Rhode Island.
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- GOVERNING LAW. The following is added to the end of Section 16.1 of the Franchise Agreement:
Notwithstanding the foregoing, to the extent required by applicable law, Rhode Island law will apply to claims arising under the Rhode Island Franchise Investment Act.
- CONSENT TO JURISDICTION. The following language is added to the end of Section 16.3(d) of the Franchise Agreement:
Nonetheless, subject to your arbitration obligations, you have the right under the Rhode Island Franchise Investment Act to sue in Rhode Island for claims arising under that law.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement under seal as of the Effective Date.
BEEM FRANCHISOR LLC (IF ENTITY): [Name] Name: Title: Date: (IF INDIVIDUALS): [Signature] [Print Name] [Signature] [Print Name] Date:
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, THE FRANCHISE AGREEMENT, 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, the Development 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.
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- Site of Arbitration, Mediation, and/or Litigation. 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.
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- General Release.
Source: Item 23 — RECEIPT (FDD pages 71–230)
What This Means (2025 FDD)
According to the 2025 Beem Light Sauna Franchise Disclosure Document, for franchises located or operated in Washington, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will take precedence in the event of any conflict of laws. This is outlined in the Washington Addendum to the Franchise Disclosure Document, Franchise Agreement, Development Agreement, and related agreements. This addendum is an integral part of and modifies all the aforementioned documents. It applies specifically if the offer to sell a franchise is accepted in Washington, if the purchaser is a resident of Washington, or if the franchised business is to be located or operated, wholly or partly, in Washington.
This means that if any part of the franchise agreement contradicts the Washington Franchise Investment Protection Act, the state law will be upheld. This protection extends to various aspects of the franchisee-franchisor relationship, including termination and renewal rights, as RCW 19.100.180 may supersede conflicting provisions in the franchise agreement. Additionally, court decisions may also override specific terms within the franchise agreement, ensuring that state law and judicial precedents are respected.
Furthermore, the addendum addresses noncompetition covenants and nonsolicitation agreements within Washington. Noncompetition covenants are void and unenforceable against an employee of a Beem Light Sauna franchisee unless the employee's annualized earnings exceed $100,000, adjusted annually for inflation, as per RCW 49.62.020. Similarly, noncompetition covenants are unenforceable against an independent contractor unless their annualized earnings exceed $250,000, also adjusted for inflation, according to RCW 49.62.030. The franchisor is also prohibited from restricting a franchisee from soliciting or hiring employees of other franchisees or the franchisor itself, as per RCW 49.62.060.
Finally, any questionnaires or acknowledgments signed by a franchisee cannot waive claims under state franchise law, including claims of fraud in the inducement, or disclaim reliance on statements made by the franchisor or its representatives. This provision ensures that franchisees are not bound by agreements that undermine their rights under Washington law, providing an additional layer of protection.