What happens if a provision in the Chesters franchise agreement conflicts with the Washington Franchise Investment Protection Act?
Chesters Franchise · 2025 FDDAnswer from 2025 FDD Document
WASHINGTON ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT, THE FRANCHISE AGREEMENT, FRANCHISE REPRESENTATIONS, AND 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.
- 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.
Source: Item 23 — **RECEIPTS (FDD pages 48–197)
What This Means (2025 FDD)
According to Chesters's 2025 Franchise Disclosure Document, the Washington Addendum modifies the franchise agreement for franchises located in Washington. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will take precedence. This means that if any part of the Chesters franchise agreement clashes with the Washington Franchise Investment Protection Act, the state law will override the conflicting provision in the franchise agreement.
This protection extends to various aspects of the franchise relationship. For example, any release or waiver of rights that requires a franchisee to waive compliance with the Washington Franchise Investment Protection Act is void unless it meets specific conditions, such as being part of a negotiated settlement with independent legal representation. Similarly, provisions that unreasonably limit the statute of limitations for claims under the Act or waive rights like a jury trial may not be enforceable.
Furthermore, certain actions by Chesters are deemed unlawful under Washington law. These include restricting a franchisee from communicating with regulators, requiring franchisees to purchase products or services at unfair prices, or repurchasing a franchisee's business without good cause. Provisions in the franchise agreement that violate these protections are void and unenforceable in Washington. This ensures that Washington franchisees receive the full protection of their state's franchise laws, regardless of what the standard Chesters franchise agreement might state.