In Washington, can the Embassy Suites franchise agreement be superseded by state statutes or court decisions regarding termination and renewal?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with us, including areas of termination and renewal of your franchise.
There may also be court decisions which may supersede the franchise agreement in your relationship with us, including the areas of termination and renewal of your franchise.
A release or waiver of rights you sign will not include rights under the Washington Franchise Investment Protection 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 that unreasonably restrict or limit the statute of limitations period for claims under the Act, and rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
Transfer fees are collectable to the extent that they reflect our reasonable estimated or actual costs in effecting a transfer.
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.
Source: Item 23 — RECEIPTS (FDD pages 97–305)
What This Means (2025 FDD)
According to Embassy Suites's 2025 Franchise Disclosure Document, the franchise agreement between Embassy Suites and its franchisees in Washington state may be superseded by both state statutes and court decisions. Specifically, Washington's statute RCW 19.100.180 addresses the franchisee's relationship with Embassy Suites, including termination and renewal aspects of the franchise. Additionally, court decisions in Washington could also take precedence over the franchise agreement in these areas. This means that certain provisions in the franchise agreement regarding termination and renewal may not be enforceable if they conflict with Washington state law or court rulings.
This addendum also clarifies that any release or waiver of rights signed by the franchisee will not include rights under the Washington Franchise Investment Protection Act unless it is part of a negotiated settlement after the franchise agreement is already in effect and both parties have independent legal representation. Furthermore, any provisions that unreasonably restrict the statute of limitations for claims under the Act, or rights to remedies such as a jury trial, may not be enforceable.
In case of conflicting laws, the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, will take precedence. Transfer fees are only collectable to the extent that they reflect Embassy Suites's reasonable estimated or actual costs in facilitating the transfer. Any arbitration or mediation involving a franchise purchased in Washington must occur either in Washington state, at a mutually agreed location, or as determined by the arbitrator or mediator. Additionally, if litigation is not precluded by the franchise agreement, a franchisee can bring an action related to the sale of franchises or a violation of the Washington Franchise Investment Protection Act in Washington.
For a prospective Embassy Suites franchisee in Washington, this means that the terms of the franchise agreement are not the only determining factors in the franchise relationship. State laws and court decisions can provide additional protections and rights. It is essential for franchisees to be aware of these state-specific regulations and to seek independent legal counsel to fully understand their rights and obligations under both the franchise agreement and Washington law.