How might RCW 19.100.180 affect the Best Brains franchise agreement in Washington?
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.
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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, RCW 19.100.180, the Washington Franchise Investment Protection Act, has several potential impacts on the franchise agreement for franchisees operating in Washington state. Specifically, RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning the franchisee's relationship with Best Brains, particularly in areas of termination and renewal. This means that certain terms in the franchise agreement that conflict with the statute may not be enforceable.
Furthermore, provisions in franchise agreements or related agreements that permit Best Brains to repurchase the franchisee's business for any reason during the term of the franchise agreement without the franchisee's consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause. Additionally, any provision in the franchise agreement or related agreements that requires the 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.
Finally, provisions in the franchise agreement or related agreements stating that Best Brains may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith. Also, any provision in the franchise agreement or related agreements that prohibits the franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h). Therefore, prospective Best Brains franchisees in Washington should be aware that these specific protections under Washington law will take precedence over conflicting terms in the standard franchise agreement.