When is a waiver of exemplary or punitive damages void for a Cinnabon franchise in Washington?

According to Cinnabon's 2025 Franchise Disclosure Document, a waiver of exemplary, punitive, or similar damages included in the franchise agreement is generally void in Washington state. However, there is an exception to this rule. Such a waiver is permissible and enforceable if it is part of a negotiated settlement reached after the franchise agreement is already in effect. Additionally, for the waiver to be valid, both Cinnabon and the franchisee must be represented by independent legal counsel during these negotiations. This exception is in accordance with Washington state law, specifically RCW 19.100.220(2).

This means that while Cinnabon cannot initially require a franchisee to waive their right to seek exemplary or punitive damages, such a waiver can be agreed upon later if both parties, with the assistance of their own lawyers, come to a settlement. This provision protects the franchisee's right to seek certain damages under Washington law (RCW 19.100.190, which permits franchisees to seek treble damages under certain circumstances) unless they knowingly and voluntarily relinquish that right during a settlement.

For a prospective Cinnabon franchisee in Washington, this addendum provides an important safeguard. It ensures that they do not unknowingly give up their rights to certain damages at the outset of the franchise relationship. However, it is crucial for franchisees to understand that this protection is not absolute. If a dispute arises and a settlement is negotiated with the assistance of independent counsel, waiving the right to exemplary or punitive damages is possible. Therefore, franchisees should seek legal advice before signing any agreements, especially those involving waivers of rights.