In the event of a conflict between the Cool Binz franchise agreement and any law, which will prevail?
Cool_Binz 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.
Under Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the franchise agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
With respect to franchises governed by Minnesota law, the franchisor will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that (i) a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the franchise agreement, and that (ii) consent to the transfer of the franchise will not be unreasonable withheld. The franchisor will comply with Minnesota law in this respect in its performance of the franchise agreement and any ancillary agreements.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the franchise agreement may be superseded by state-specific laws. For instance, the addendum for Washington State specifies that the provisions of the Washington Franchise Investment Protection Act will prevail if there is a conflict of laws. Similarly, the Virginia addendum indicates that if any terms regarding default or termination in the franchise agreement do not align with the "reasonable cause" definition under the Virginia Retail Franchising Act, those terms may not be enforceable. Furthermore, any statement that waives claims under state franchise law or disclaims reliance on statements made by Cool Binz is superseded. The Minnesota addendum states the franchisor will comply with Minnesota law regarding termination and non-renewal notices and transfer of the franchise. These addenda highlight that certain state laws take precedence over the standard franchise agreement to protect franchisees' rights.
These stipulations are crucial for prospective Cool Binz franchisees as they underscore the importance of understanding the specific legal protections afforded to them by their state's franchise laws. Franchisees should be aware that certain clauses in the franchise agreement might not be enforceable if they contravene state laws designed to protect franchisees. This ensures that franchisees operating in these states benefit from the legal safeguards provided by their local jurisdictions, which can offer additional security and rights beyond what is outlined in the standard Cool Binz franchise agreement.
It is important for potential Cool Binz franchisees to consult with a legal professional to fully understand how these state-specific addenda and franchise laws impact their rights and obligations. This ensures they are well-informed about the extent to which state laws can modify or supersede the terms of the franchise agreement, providing a clearer picture of their legal standing and protections as a franchisee.