In the event of a conflict of laws, which law prevails for a Chocolate Fish Coffee franchise in Washington?
Chocolate_Fish_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
The state of Washington has a statute, RCW 19.100.180 which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitation period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
Source: Item 23 — RECEIPTS (FDD pages 41–119)
What This Means (2024 FDD)
According to the 2024 Chocolate Fish Coffee Franchise Disclosure Document, the Washington Addendum to the Disclosure Document and Rider to the Franchise and Multi-Unit Development Agreement addresses the issue of conflicting laws. Specifically, if there is a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, will take precedence. This means that certain protections and rights afforded to franchisees under Washington state law will supersede any conflicting terms in the standard franchise agreement.
This provision is particularly important for prospective Chocolate Fish Coffee franchisees in Washington because it ensures that the state's franchise laws will protect them. The Washington Franchise Investment Protection Act covers various aspects of the franchise relationship, including termination and renewal rights. This addendum acknowledges that both the statute and court decisions in Washington may override the standard franchise agreement to protect the franchisee's interests.
Furthermore, the addendum clarifies that any release or waiver of rights by a franchisee cannot include rights under the Washington Franchise Investment Protection Act, unless it is part of a negotiated settlement with independent legal representation after the agreement is already in effect. This prevents franchisees from unknowingly or unfairly relinquishing their rights under state law. Provisions that unreasonably restrict the statute of limitations for claims or limit rights to a jury trial may also be unenforceable.
Finally, the addendum addresses transfer fees, stating that they can only be collected to the extent that they reflect Chocolate Fish Coffee's reasonable estimated or actual costs in facilitating the transfer. This ensures that transfer fees are not excessive or used as a means of extracting undue profit from franchisees.