What jurisdictional requirements must be satisfied for the Brueggers Bagels addendum to have effect?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Each provision of this addendum to the disclosure document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.180, are met independently without reference to this addendum to the disclosure document.
WASHINGTON ADDENDUM TO THE FRANCHISE AGREEMENT
In recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.010 through 19.100.940, the parties to the attached Bruegger's Franchise Corporation Franchise Agreement agree as follows:
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW 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.
Source: Item 23 — RECEIPTS (FDD pages 61–335)
What This Means (2025 FDD)
According to Brueggers Bagels' 2025 Franchise Disclosure Document, the addendum's effectiveness is contingent upon meeting specific jurisdictional requirements. For instance, the New York addendum to the License Agreement specifies that it "will have effect only if the License Agreement and/or the relationship between you and BFC satisfy all of the jurisdictional requirements of New York General Business Law, without considering this Addendum." This means that the underlying agreement and the relationship between the franchisee and Brueggers Bagels must independently comply with New York law for the addendum to be valid.
Similarly, the Washington addendum to the Franchise Agreement states, "Each provision of this addendum to the disclosure document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.180, are met independently without reference to this addendum to the disclosure document." This highlights that the provisions of the addendum are only applicable if the base jurisdictional requirements of Washington law are already satisfied, irrespective of the addendum itself.
In essence, these clauses ensure that the addenda do not override or circumvent existing state laws. Instead, they serve to modify the franchise agreement within the bounds of those pre-existing legal frameworks. A prospective Brueggers Bagels franchisee should carefully review the specific jurisdictional requirements of their state and ensure that the underlying agreement and relationship with the franchisor meet these requirements before relying on the addendum.