Under what circumstances is a release or waiver of rights in the Carvel franchise agreement valid under Washington law?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
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).
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, a release or waiver of rights within the franchise agreement or related documents is generally void if it requires a franchisee to waive compliance with any provision of the Washington Franchise Investment Protection Act, including its rules and orders. However, there is an exception to this rule.
Such a release or waiver is considered valid only if it meets specific conditions. First, it must be executed as part of a negotiated settlement. Second, this settlement must occur after the franchise agreement is already in effect. Finally, both Carvel and the franchisee must be represented by independent legal counsel during the negotiation and execution of the settlement. This ensures that the franchisee's rights are protected and that the waiver is entered into knowingly and voluntarily.
Additionally, any release or waiver executed in connection with a renewal or transfer of a Carvel franchise is also generally void, except under the same conditions specified in RCW 19.100.220(2). This statute likely outlines the specific circumstances under which such waivers are permissible, such as those described above involving a negotiated settlement with independent counsel. Therefore, franchisees in Washington should be aware of these protections and seek legal advice before signing any release or waiver related to their franchise agreement.