Can RCW 19.100.180 supersede provisions in the Best Brains franchise agreement?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
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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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- Franchisor's Business Judgement.
Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
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 may indeed supersede provisions within the franchise agreement or related agreements concerning the franchisee's relationship with Best Brains. This includes areas such as termination and renewal of the franchise. The FDD also notes that court decisions could also supersede the franchise agreement.
This means that certain terms in the Best Brains franchise agreement might not be fully enforceable in Washington state if they conflict with the Washington Franchise Investment Protection Act. Specifically, RCW 19.100.180 addresses various aspects of the franchisor-franchisee relationship, and its provisions take precedence.
For a prospective Best Brains franchisee in Washington, this is an important protection. It ensures that the franchisee's rights are safeguarded under state law, even if the franchise agreement contains conflicting terms. Franchisees should be aware of these potential superseding effects and consult with legal counsel to understand their rights fully.
Additionally, provisions in the franchise agreement stating that Best Brains may exercise its discretion based on reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.