In what areas of the Best Brains franchise agreement can RCW 19.100.180 potentially supersede provisions?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
are added to Item 17.h.:
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
WASHINGTON ADDENDUM TO THE DISCLOSURE 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.
-
- 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.
-
- 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.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 42)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, RCW 19.100.180, a statute within the Washington Franchise Investment Protection Act, has the potential to override specific provisions within the Best Brains franchise agreement. This statute may supersede terms related to the franchisee's relationship with Best Brains, particularly concerning the termination and renewal of the franchise. Additionally, court decisions could also take precedence over the franchise agreement, impacting the franchisee's relationship with the franchisor. Franchisees should be aware that all provisions, including those summarized in Item 17 of the FDD, are subject to state law.
Furthermore, provisions in the Best Brains franchise agreement that allow Best Brains to use its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which mandates that both parties deal with each other in good faith. This means that Best Brains' discretion in certain business matters may be subject to the good faith requirement under Washington law.
RCW 19.100.180(2)(j) also makes it unlawful for Best Brains to repurchase a franchisee's business during the franchise term without the franchisee's consent, unless the termination is for good cause. Additionally, any provision requiring a franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d). These stipulations protect franchisees from potentially unfair or overbearing practices by the franchisor.