What areas of the Cool Binz franchise agreement might RCW 19.100.180 supersede?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Item 17(o), Section 13.B.13 of the Franchise Agreement, and the Equipment Sales and Security Agreement in Exhibit A-4 to the FDD are modified to be consistent with RCW 19.100.180, including that the franchisor is required to purchase certain assets at fair market value (including goodwill in certain instances), at the time of expiration or termination of the franchise, offset by any amounts owed by the franchisee to the franchisor.
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.
Accordingly, Items 17(c) and Item 17(m) of the FDD, and required by Sections 10.B.8 and 11.C of the Franchise Agreement, does not apply to claims arising under the Franchise Investment Protection Act, chapter 19.100 RCW, or any rules or order adopted thereunder, in accordance with RCW 19.100.220(2).
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, for franchisees in Washington state, RCW 19.100.180, the Washington Franchise Investment Protection Act, may supersede the franchise agreement in areas of termination and renewal. This means that certain provisions in the Cool Binz franchise agreement regarding how the franchise can be terminated or how it can be renewed might not be enforceable if they conflict with Washington state law.
Specifically, Item 17(o), Section 13.B.13 of the Franchise Agreement, and the Equipment Sales and Security Agreement in Exhibit A-4 to the FDD are modified to be consistent with RCW 19.100.180. This includes the requirement that Cool Binz purchases certain assets at fair market value, including goodwill in certain instances, when the franchise expires or is terminated, offsetting any amounts the franchisee owes to Cool Binz.
Additionally, a release or waiver of rights executed by a franchisee may not include rights under the Washington Franchise Investment Protection Act unless it is part of a negotiated settlement after the agreement is in effect and both parties are represented by independent counsel. Provisions that unreasonably restrict the statute of limitations for claims or rights to a jury trial under the Act may also be unenforceable. Items 17(c) and 17(m) of the FDD, and Sections 10.B.8 and 11.C of the Franchise Agreement, do not apply to claims arising under the Franchise Investment Protection Act, chapter 19.100 RCW, or any rules or order adopted thereunder, in accordance with RCW 19.100.220(2).