Can the Washington Franchise Investment Protection Act supersede provisions in the Cinnaholic franchise agreement regarding termination and renewal?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
- **1.
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.
- **2.
Franchisee Bill of Rights.** 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.
- **3.
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, the Washington Franchise Investment Protection Act (WFIPA), chapter 19.100 RCW, may indeed supersede provisions within the franchise agreement concerning the termination and renewal of a Cinnaholic franchise. This means that certain terms in the franchise agreement that conflict with the WFIPA may not be enforceable in Washington. Court decisions can also override the franchise agreement. Franchisees in Washington also have the right to terminate the franchise agreement under any grounds permitted by state law.
This protection extends to various aspects of the franchisee-franchisor relationship. For example, any provision prohibiting a franchisee from communicating with regulators is unlawful under RCW 19.100.180(2)(h). Additionally, the franchisee is allowed to terminate the franchise agreement based on any grounds permitted under state law. Provisions allowing Cinnaholic to repurchase the franchisee's business without consent during the franchise term are unlawful unless the termination is for good cause, according to RCW 19.100.180(2)(j).
Furthermore, any requirement for a franchisee to purchase products or services at an unfairly high price is unlawful under RCW 19.100.180(2)(d). Franchisees also retain the right to seek treble damages under certain conditions, as permitted by RCW 19.100.190, and cannot be forced to waive exemplary or punitive damages, except under specific negotiated settlements with independent counsel. These stipulations collectively ensure that the franchisee's rights are protected under Washington law, potentially overriding conflicting terms in the franchise agreement.
Prospective Cinnaholic franchisees in Washington should carefully review the franchise agreement alongside the WFIPA to understand their rights and obligations. Consulting with an attorney experienced in franchise law is advisable to ensure full comprehension of how state law interacts with the franchise agreement's terms, especially regarding termination, renewal, and other protective measures afforded by Washington law.