In Washington, what areas of the Boulder Designs franchise agreement might be superseded by RCW 19.100.180?
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 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 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 of waiver of rights executed by a 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.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 38–44)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, for franchisees in Washington state, the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, may take precedence over certain aspects of the franchise agreement. Specifically, RCW 19.100.180 may supersede the franchise agreement regarding termination and renewal of the franchise. Additionally, court decisions in Washington could also override the franchise agreement in these areas. This means that the standard terms in the Boulder Designs franchise agreement regarding termination and renewal might not be fully enforceable in Washington if they conflict with state law.
This provision is important for prospective Boulder Designs franchisees in Washington because it highlights that state laws offer certain protections and rights that cannot be waived or overridden by the franchise agreement. For example, Washington law dictates that any statement signed by a franchisee cannot waive claims under state franchise law, including claims of fraud. This ensures that franchisees retain their legal rights and recourse, even if the franchise agreement contains conflicting terms.
Furthermore, in any arbitration or mediation involving a Boulder Designs franchise purchased in Washington, the venue must be in Washington state or a location mutually agreed upon. Franchisees also have the right to bring legal action in Washington if it arises from the sale of the franchise or a violation of the Washington Franchise Investment Protection Act, provided litigation isn't precluded by the franchise agreement. This offers additional protection and convenience for franchisees in resolving disputes. Transfer fees are collectable only to the extent that they reflect Boulder Designs' reasonable costs in effecting a transfer.
In Washington, non-competition covenants have specific limitations. A noncompetition covenant is void and unenforceable against an employee of a Boulder Designs franchisee unless the employee's earnings exceed $100,000 per year, adjusted annually for inflation. Similarly, it is unenforceable against an independent contractor of a franchisee unless their earnings exceed $250,000 per year, also adjusted for inflation. Additionally, Boulder Designs is prohibited from restricting a franchisee from soliciting or hiring any employee of another franchisee or the franchisor itself. These stipulations ensure fair labor practices and prevent overly restrictive non-compete agreements.