For an Embassy Suites franchise sold in Washington, if there are inconsistencies between the Franchise Disclosure Document or Franchise Agreement and the Washington Franchise Investment Protection Act, which provisions prevail?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Sections 3 and 13 are amended to provide that if any of the provisions in the Franchise Disclosure Document or Franchise Agreement are inconsistent with the relationship provisions of RCW 19.100.180 or other requirements of the Washington Franchise Investment Protection Act (the "Act") (including areas of termination and renewal of your franchise), the provisions of the Act will prevail over the inconsistent provisions of the Franchise Disclosure Document or Franchise Agreement with regard to any franchise sold in Washington.
As a result, any provisions contained in the Franchise Agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.
RCW 49.62.060 prohibits us from restricting, restraining, or prohibiting you from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor.
As a result, any such provisions contained in the Franchise Agreement or elsewhere are void and unenforceable in Washington.
Subsection 16.2.1 is amended to provide that in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
Subsection 16.8 is amended to provide that a release or waiver of rights executed by a Franchisee will not include rights under the Act except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel.
Subsection 17.1 is amended to provide that provisions 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.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, for franchises sold in Washington, the Washington Franchise Investment Protection Act will take precedence over any conflicting terms in the Franchise Disclosure Document or the Franchise Agreement. Specifically, if any provisions regarding the franchise relationship, including termination and renewal, are inconsistent with the Act, the Act's provisions will govern. This ensures that Embassy Suites franchisees in Washington receive the full protections afforded to them under state law, regardless of what the franchise agreement might otherwise state.
This protection extends to certain restrictions that Embassy Suites might try to impose. For example, the FDD states that any provisions in the Franchise Agreement or elsewhere that conflict with limitations under Washington law are void and unenforceable in Washington.
Furthermore, Embassy Suites is prohibited from restricting a franchisee from soliciting or hiring any employee of another franchisee of the same franchisor, or from soliciting or hiring any employee of the franchisor. Any provisions attempting to impose such restrictions are void and unenforceable in Washington. This ensures franchisees have the freedom to hire qualified staff without undue interference from the franchisor.
In addition, in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail. Also, a release or waiver of rights executed by a Franchisee will not include rights under the Act except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions 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.