What happens if the Cool Binz franchise agreement conflicts with the Washington Franchise Investment Protection Act?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
ranchisor has completed its pre-opening obligations under the franchise agreement."
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.
ADDITIONAL DISCLOSURES FOR THE STATE OF WASHINGTON
- In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
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- 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.
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- Item 6 of the FDD shall be amended to state: "The Technology Fee, Software Fee, Transfer Fee, Broker Fee – Resale, Renewal Term Fee, Late Report Fee, Late Payment Fee, Administrative Fee, Collection Fee, Management Fee, Non-Sufficient Funds (NSF) Fee, Convention Non-Attendance Fee, and Non-Compliance Fee may increase during the Term of the Franchise Agreement. The formula for increasing such fees will be the actual cost of the product or service to Franchisor, plus up to 10% of the fee at the time of execution, each year of the Term. For the avoidance of doubt, if the fee at the time of execution is $500.00, then the increase in year 2 could be up to the actual cost to Franchisor, plus $100.00."
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- Item 17(c) of the FDD is amended to state: "Signing a general release is not a condition to renewal" and Item 17(m) of the FDD is amended to state: "Signing a general release is not a condition to transfer."
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- Item 17(r) of the FDD is amended to state that the post-termination covenants against competition shall be modified to 25 miles.
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- 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.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, the Washington State Addenda to the Franchise Agreement addresses potential conflicts of law. Specifically, if there is a conflict between the Cool Binz franchise agreement and the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, the provisions of the Act will take precedence. This means that the terms of the Washington law will override any conflicting terms in the franchise agreement, ensuring that Cool Binz franchisees in Washington are protected by state law.
RCW 19.100.180 may supersede the franchise agreement in areas such as termination and renewal of the franchise. Additionally, court decisions may also supersede the franchise agreement in these areas. This indicates that Washington law and judicial interpretations play a significant role in governing the franchise relationship, potentially altering the standard terms outlined in the Cool Binz franchise agreement.
Furthermore, a release or waiver of rights executed by a Cool Binz franchisee cannot include rights under the Washington Franchise Investment Protection Act unless it is part of a negotiated settlement with independent legal representation after the agreement is already in effect. Provisions that unreasonably restrict the statute of limitations for claims or rights under the Act may not be enforceable. Specifically, Items 17(c) and Item 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.