What is the effect of each provision of the Washington Addendum to the City Publications Franchise Agreement?
City_Publications Franchise · 2025 FDDAnswer from 2025 FDD Document
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
RCW 19.100.180 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 or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation.
In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
A release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder 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 limitations period for claims under the Act, or 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 — RECEIPT (FDD pages 39–129)
What This Means (2025 FDD)
According to City Publications' 2025 Franchise Disclosure Document, the Washington Addendum modifies the standard franchise agreement to comply with Washington state law. Specifically, the Washington Franchise Investment Protection Act and relevant court decisions may supersede the franchise agreement, especially concerning termination and renewal rights. This means that certain clauses in the standard City Publications agreement might not be enforceable in Washington if they conflict with state law.
For a City Publications franchisee in Washington, this addendum provides additional protections. It mandates that any arbitration or mediation related to the franchise must occur in Washington, unless both parties agree to another location or the arbitrator/mediator decides otherwise. Furthermore, franchisees have the right to bring legal action in Washington for issues arising from the sale of the franchise or violations of the Washington Franchise Investment Protection Act, regardless of what the standard agreement says about jurisdiction.
The addendum also restricts the use of releases or waivers, ensuring that franchisees cannot waive their rights under the Washington Franchise Investment Protection Act, except under specific conditions such as a negotiated settlement with independent legal representation. Provisions that unreasonably limit the statute of limitations or rights to a jury trial may also be unenforceable. Finally, transfer fees must reflect City Publications' reasonable costs, preventing excessive charges. This addendum aims to balance the franchisor's standard terms with the legal protections afforded to franchisees under Washington law.