How might RCW 19.100.180 affect the Carvel franchise agreement concerning termination and renewal in Washington?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- **4.
General Release.** A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
- **5.
Statute of Limitations and Waiver of Jury Trial.** Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
- **6.
Transfer Fees.** Transfer fees are collectable only to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
- **7.
Termination by Franchisee.** The franchisee may terminate the franchise agreement under any grounds permitted under state law.
- **8.
Certain Buy-Back Provisions.** Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee's business for any reason during the term of the franchise agreement without the franchisee's consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
- **9.
Fair and Reasonable Pricing.** Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, RCW 19.100.180, part of the Washington Franchise Investment Protection Act, has the potential to override specific clauses within the franchise agreement that relate to the termination and renewal of a Carvel franchise in Washington. This means that certain terms in the franchise agreement regarding the franchisee's relationship with Carvel, especially those concerning termination and renewal, may not be enforceable if they conflict with Washington state law.
Specifically, provisions in franchise agreements or related agreements that permit Carvel to repurchase the franchisee's business for any reason during the term of the franchise agreement without the franchisee's consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause. Additionally, any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
This measure is designed to protect franchisees by ensuring that the franchise agreement adheres to Washington state law, providing a safeguard against potentially overbearing or unfair contractual terms set by Carvel. Franchisees in Washington should be aware that the Washington Franchise Investment Protection Act takes precedence over conflicting terms in the franchise agreement, offering additional rights and protections beyond those explicitly stated in the agreement itself.
Prospective Carvel franchisees in Washington should carefully review the franchise agreement alongside the Washington Franchise Investment Protection Act to fully understand their rights and obligations. Consulting with an attorney experienced in franchise law is advisable to ensure full comprehension of how RCW 19.100.180 may impact the terms of their franchise agreement, especially concerning termination and renewal.