Can RCW 19.100.180 supersede provisions in the Cinnaholic franchise agreement concerning the franchisee's relationship with the franchisor?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise.
There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor.
Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 27–35)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, RCW 19.100.180, the Washington Franchise Investment Protection Act, may indeed supersede provisions within the franchise agreement that govern the franchisee's relationship with Cinnaholic. This means that certain terms in the franchise agreement could be rendered unenforceable if they conflict with the protections afforded to franchisees under Washington law.
Specifically, the FDD highlights several areas where Washington law takes precedence. These include termination and renewal of the franchise agreement. This suggests that Cinnaholic franchisees in Washington have rights related to the termination or non-renewal of their agreements that go beyond what the standard franchise agreement might stipulate.
The document also notes that provisions requiring the franchisee to purchase or rent any product or service for more than a fair and reasonable price are unlawful under RCW 19.100.180(2)(d). Furthermore, provisions stating that Cinnaholic may exercise its discretion based on reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
Prospective Cinnaholic franchisees in Washington should carefully review the Washington Addendum and consult with legal counsel to understand how these state law protections affect their rights and obligations under the franchise agreement. This is especially important in areas such as termination, renewal, and any clauses related to the franchisee's ability to operate their business.