In the event of a conflict of laws regarding a Boulder Designs franchise in Washington, which law prevails?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event of a conflict of laws, the provision of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW (the "Act") will prevail.
RCW 19.100.180 may supersede the Franchise Agreement in your relationship with 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 Franchisor including the areas of termination and renewal of your franchise.
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, 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 of waiver of rights executed by Franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the 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, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
Pursuant to RW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of Franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation).
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, if there is a conflict of laws, the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, will take precedence. Additionally, RCW 19.100.180 may supersede the Franchise Agreement in the franchisee's relationship with Boulder Designs, particularly in matters of termination and renewal. Court decisions may also override the Franchise Agreement in these areas. This ensures that franchisees in Washington are protected by their state's franchise laws.
For a Boulder Designs franchisee in Washington, this means that certain provisions of the franchise agreement that conflict with Washington state law may not be enforceable. For example, a release or waiver of rights executed by the franchisee cannot include rights under the Washington Franchise Investment Protection Act unless it is part of a negotiated settlement with independent legal counsel after the agreement is already in effect. Provisions that unreasonably restrict the statute of limitations for claims or limit rights and remedies under the Act, such as the right to a jury trial, may also be unenforceable.
Furthermore, any arbitration or mediation involving a Boulder Designs franchise purchased in Washington must take place in Washington or a mutually agreed-upon location. If litigation is not precluded by the Franchise Agreement, the franchisee can bring legal action in Washington concerning the sale of franchises or violations of the Washington Franchise Investment Protection Act. This provides a local venue for resolving disputes, which can be more convenient and cost-effective for the franchisee.
Finally, the FDD states that non-competition covenants are void and unenforceable against an employee of the franchisee unless the employee's earnings exceed $100,000 per year, adjusted annually for inflation, as per RW 49.62.020. This is a significant protection for employees of Boulder Designs franchisees in Washington, ensuring they are not unduly restricted from seeking other employment opportunities.