Under what circumstances are provisions requiring Carvel franchisees to waive exemplary, punitive, or similar damages void?

According to Carvel's 2025 Franchise Disclosure Document, provisions requiring franchisees to waive exemplary, punitive, or similar damages are generally void under Washington law. However, there is an exception: such waivers are permissible if they are part of a negotiated settlement reached after the franchise agreement is already in effect. Furthermore, for the waiver to be valid, both Carvel and the franchisee must be represented by independent legal counsel during these settlement negotiations. This exception is in accordance with RCW 19.100.220(2).

This means that Carvel cannot include a blanket clause in the initial franchise agreement that forces a franchisee to give up their right to seek punitive damages in all future disputes. The franchisee retains the right to pursue such damages unless a specific settlement is reached later, under the conditions described. This protection is designed to prevent Carvel from using its potentially stronger bargaining position when the franchise agreement is first signed to extract unfavorable terms from franchisees.

For a prospective Carvel franchisee, this is a beneficial provision. It ensures that they maintain the ability to seek full legal remedies, including punitive damages, for any harm caused by Carvel's actions, unless they specifically agree to waive those rights in a settlement reached with the advice of their own attorney after the franchise relationship has begun. This encourages fair dealing and protects franchisees from being forced into disadvantageous positions at the outset of the franchise agreement. It is important for prospective franchisees to understand this protection and to seek independent legal advice before signing any agreements or releases related to their franchise.