What is the effect of the Washington Addendum on the Best Brains Franchise Disclosure Document?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
n is purported to be required by us, it is void with respect to all franchisees governed under the laws of Rhode Island.
Item 17.w. of the Disclosure Document is revised to provide:
Rhode Island law applies.
The Franchisor will not require or accept the payment of any initial franchise fees until the franchisee (a) has received all initial training that it is entitled to under the franchise agreement or offering circular, and (b) is open for business.
VIRGINIA ADDENDUM TO THE DISCLOSURE DOCUMENT
As to franchises governed by the Virginia Retail Franchising Act, if any of the terms of the Disclosure Document are inconsistent with the terms below, the terms below control.
Additional Disclosure: The following statements 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.
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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.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 42)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, the Washington Addendum modifies the Franchise Disclosure Document, the franchise agreement, and all related agreements for franchisees in Washington. The addendum becomes an integral part of these documents, superseding any conflicting terms. This applies if the franchise offer is accepted in Washington, the franchisee is a Washington resident, or the franchised business operates in Washington.
Specifically, the Washington Addendum addresses nonsolicitation agreements, stating that Best Brains cannot restrict a franchisee from soliciting or hiring employees of other Best Brains franchisees or Best Brains employees. Any provisions in the franchise agreement that violate this are void and unenforceable in Washington.
Additionally, the addendum protects franchisees by ensuring that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under Washington franchise law, including fraud. This provision overrides any conflicting terms in the franchise documents. The addendum also states that any provision prohibiting a franchisee from communicating with regulators is inconsistent with the Franchise Disclosure Document and unlawful under Washington law. Finally, the addendum advises franchisees working with franchise brokers to carefully evaluate the information provided by them.