In Washington, if there are inconsistencies between the Bonchon franchise disclosure document or franchise agreement and RCW 19.100.180, which provisions will prevail?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provisions will supersede and apply:
If any of the provisions in the franchise disclosure document or franchise agreement are inconsistent with the relationship provisions of RCW 19.100.180 or other requirements of the Washington Franchise Investment Protection Act, the provisions of the Act will prevail over the inconsistent provisions of the franchise disclosure document and franchise agreement with regard to any franchise sold in Washington.
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.
A release or waiver of rights executed by a Franchisee will not include rights under the Washington Franchise Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel.
Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, and rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
The state of Washington has a statute, RCW 19.100.180 which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your franchise.
There may also be court decisions which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your franchise.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the Washington Addendum to the Franchise Agreement addresses inconsistencies between the franchise documents and Washington law. Specifically, if any provisions in the franchise disclosure document or franchise agreement are inconsistent with RCW 19.100.180, which concerns the relationship between the franchisor and franchisee, or other requirements of the Washington Franchise Investment Protection Act, the provisions of the Act will take precedence. This ensures that the franchisee's rights under Washington law are protected.
This means that certain clauses in Bonchon's standard franchise agreement that might conflict with Washington law will be superseded by the state law. This covers aspects of the franchise relationship governed by RCW 19.100.180, such as termination and renewal rights. The addendum explicitly states that Washington state law and court decisions may override the franchise agreement in these areas.
For a prospective Bonchon franchisee in Washington, this addendum provides an added layer of protection. It ensures that the franchisee's rights under Washington law are upheld, even if the franchise agreement contains conflicting terms. Franchisees should carefully review both the franchise agreement and the Washington Franchise Investment Protection Act to understand their rights and obligations. It would be prudent to consult with an attorney experienced in franchise law to fully understand the implications of these provisions.