In what areas might RCW 19.100.180 supersede the Degree Wellness franchise agreement?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Franchisee Bill of Rights.
RCW 19.100.180 may supersede the Agreement including the areas of termination and renewal of the franchise.
There may also be court decisions which may supersede the Agreement including the areas of termination and renewal of the franchise.
- H. Certain Buy-Back Provisions.
Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee's business for any reason during the term of the franchise agreement without the franchisee's consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
- I. Fair and Reasonable Pricing.
Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
- K. Franchisor's Business Judgement.
Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
- J. Waiver of Exemplary & Punitive Damages.
RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances.
Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are void, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
- L. Indemnification.
Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
- F Transfer Fees. Transfer fees are collectable to the extent that they reflect Franchisor's reasonable estimated or actual costs in effecting a transfer.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, RCW 19.100.180, the Washington Franchise Investment Protection Act, may supersede the franchise agreement in several key areas. Specifically, the FDD indicates that the statute may take precedence over aspects of the agreement related to the termination and renewal of the franchise. This means that the rights and obligations of both Degree Wellness and the franchisee regarding ending or extending the franchise relationship could be governed by Washington law, even if the franchise agreement states otherwise.
Additionally, certain provisions within the Degree Wellness franchise agreement may be superseded by RCW 19.100.180. These include provisions related to the franchisor repurchasing the franchisee's business without consent (unless terminated for good cause), requirements for franchisees to purchase goods or services at unfair prices, and franchisor discretion based on reasonable business judgment, which must still adhere to the standard of good faith dealing required by Washington law. Provisions requiring franchisees to waive exemplary or punitive damages may also be void, except under specific settlement conditions with independent counsel.
Furthermore, the statute may limit or modify aspects of the Degree Wellness franchise agreement pertaining to indemnification, ensuring franchisees are not obligated to cover losses resulting from the franchisor's negligence, misconduct, or fraud. It also addresses transfer fees, ensuring they are only collectable to the extent they reflect the franchisor's reasonable costs. These stipulations collectively aim to protect Degree Wellness franchisees in Washington by ensuring certain standards of fairness and adherence to state law, potentially overriding conflicting terms in the standard franchise agreement.