In the event of conflicting laws, which law prevails for a Carvel franchise in Washington?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
WASHINGTON ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT, THE FRANCHISE AGREEMENT, AND ALL RELATED AGREEMENTS
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, 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.
- **1.
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.
- **2.
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.
- **3.
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.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, if a conflict of laws arises for a franchise operating in Washington, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will take precedence. This is detailed in the Washington Addendum included within the FDD. This addendum modifies the standard franchise agreement to account for specific legal protections afforded to franchisees in Washington.
This means that certain aspects of the standard Carvel franchise agreement may be superseded by Washington state law to protect the franchisee's rights. For example, RCW 19.100.180, also known as the Franchisee Bill of Rights, can override provisions in the franchise agreement related to the franchisee's relationship with Carvel, including termination and renewal terms. Additionally, court decisions may also supersede the franchise agreement in certain circumstances.
This protection extends to dispute resolution as well. Any arbitration or mediation involving a Carvel franchise purchased in Washington must occur within the state of Washington, unless both parties agree to an alternative location or the arbitrator/mediator determines otherwise. Furthermore, Washington franchisees retain the right to bring legal action in Washington if litigation is not precluded by the franchise agreement, particularly in cases involving the sale of franchises or violations of the Washington Franchise Investment Protection Act.
Prospective Carvel franchisees in Washington should carefully review the Washington Addendum in conjunction with the standard franchise agreement to fully understand their rights and obligations under both state law and the franchise agreement. They should also consult with an attorney experienced in franchise law to ensure they are fully aware of the implications of these legal protections.