If a Best Brains franchise purchaser is a resident of Washington, does the Washington Addendum apply?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
WASHINGTON ADDENDUM TO THE FRANCHISE AGREEMENT
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. 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. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, the Washington Addendum applies if the purchaser of the franchise is a resident of Washington. The addendum modifies the Franchise Disclosure Document, the franchise agreement, and all related agreements. This is regardless of anything to the contrary contained within those documents.
Specifically, the Washington Addendum addresses several key legal considerations for franchisees in Washington. It clarifies that the Washington Franchise Investment Protection Act will take precedence in case of conflicting laws. It also mentions the Franchisee Bill of Rights under Washington law, which may supersede certain provisions in the franchise agreement, particularly concerning termination and renewal rights. The addendum also dictates that any arbitration or mediation involving a franchise purchased in Washington must occur within the state, unless otherwise agreed upon.
Furthermore, the addendum addresses general releases, stating that any release or waiver of rights that compels a franchisee to waive compliance with the Washington Franchise Investment Protection Act is void. The exception is if the release is executed as part of a negotiated settlement after the franchise agreement is in effect, and both parties are represented by independent counsel. This ensures that franchisees are not unknowingly giving up their rights under Washington law when signing the franchise agreement.