How might RCW 19.100.180 affect the Best Brains franchise agreement concerning termination and renewal in Washington?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
th 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.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, RCW 19.100.180, also known as the Franchisee Bill of Rights within the Washington Franchise Investment Protection Act, may supersede specific provisions in the Best Brains franchise agreement or related agreements that concern the franchisee's relationship with Best Brains, especially in matters of termination and renewal. This means that certain terms in the franchise agreement that dictate how or when the franchise can be terminated or renewed might not be enforceable if they conflict with the rights granted to franchisees under Washington state law.
For a prospective Best Brains franchisee in Washington, this addendum offers a degree of protection by ensuring that the franchise agreement adheres to the minimum standards set by Washington law. For example, provisions allowing Best Brains to repurchase the franchisee's business without consent during the franchise term are unlawful unless the termination is for good cause, according to RCW 19.100.180(2)(j). This ensures that Best Brains cannot arbitrarily terminate the agreement and seize the business without justification.
Moreover, the FDD states that provisions allowing Best Brains to exercise discretion based on reasonable business judgment may be limited by RCW 19.100.180(1), which requires both parties to deal with each other in good faith. This means Best Brains must act fairly and honestly in its dealings with franchisees, and cannot use its business judgment to unfairly disadvantage them.
Therefore, prospective franchisees should carefully review the Washington Addendum in conjunction with the franchise agreement to understand their rights under Washington law. They should also seek legal counsel to ensure full comprehension of how RCW 19.100.180 impacts the enforceability of specific clauses related to termination and renewal, as well as other aspects of their relationship with Best Brains.