What happens in the event of a conflict of laws regarding the Body20 franchise agreement?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
ature] [Print Name] Date:
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, THE FRANCHISE AGREEMENT AND RELATED AGREEMENTS
| modify | the | Franchise | Disclosure | Document, | the | Franchise | Agreement | dated |
|---|---|---|---|---|---|---|---|---|
| , 20 by and between BODY20 LLC, a Delaware limited | ||||||||
| liability company with its principal place of business at 4000 MacArthur Blvd., Suite 800, Newport | ||||||||
| Beach, California 92660 ("Franchisor"), and the person or entity identified on Appendix A as the | ||||||||
| franchisee ("Franchisee") with its principal place of business as set forth on Appendix A, 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 RCW 19.100.220(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
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- Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
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- Transfer Fees. Transfer fees are collectable only to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
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- Termination by Franchisee. The franchisee may terminate the franchise agreement under any grounds permitted under state law.
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- Certain Buy-Back Provisions.
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to the 2025 Body20 Franchise Disclosure Document, the franchise agreement includes provisions to address potential conflicts of laws, particularly concerning specific state laws. For franchisees in Washington, the Washington Franchise Investment Protection Act (chapter 19.100 RCW) will take precedence in the event of a conflict of laws. Additionally, RCW 19.100.180 may supersede provisions in the franchise agreement related to the franchisee's relationship with Body20, including termination and renewal terms. Court decisions may also override the franchise agreement. Any arbitration or mediation involving a Body20 franchise purchased in Washington will occur in Washington, unless otherwise agreed upon.
For franchisees in Maryland, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law, irrespective of what is stated in Section 16.1 of the Franchise Agreement. The general release required for renewal, sale, or transfer will not apply to liabilities arising under the Maryland law. Franchisees in Maryland also retain the right to bring lawsuits in Maryland for claims under the Maryland Franchise Registration and Disclosure Law, despite any arbitration obligations. The statute of limitations for claims under the Maryland Franchise Registration and Disclosure Law remains at three years, regardless of any limitations of claims in the agreement.
For franchisees in Illinois, Illinois law governs the agreement, except to the extent governed by the Federal Arbitration Act or other federal law. Any provision designating jurisdiction and venue outside of Illinois is void, although arbitration may occur outside of Illinois. The agreement also ensures that no provision can bind a person acquiring a Body20 franchise to waive compliance with the Illinois Franchise Disclosure Act. Similarly, for franchisees in Minnesota, Minnesota statutes prohibit requiring litigation to be conducted outside of Minnesota, except in specific cases, and the agreement will not reduce any rights under Minnesota Statutes Chapter 80.C.