If there are inconsistencies between the Engel & Volkers Franchise Disclosure Document or Franchise Agreement and the Washington Franchise Investment Protection Act, which provisions will prevail?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
g (subject to applicable state law). Any representations or promises outside of the disclosure document and Franchise Agreement may not be enforceable."
ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE WASHINGTON FRANCHISE INVESTMENT LAW
Notwithstanding anything to the contrary in the Franchise Disclosure Document, the following provisions shall supersede and apply to all franchises offered and sold in the State of Washington.
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- 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"), the provisions of the Act will prevail over the inconsistent provisions of the Franchise Disclosure Document and Franchise Agreement with regard to any franchises sold in Washington. There may also be court decisions which may supersede the Franchise Agreement, including in the areas of termination and renewal of the franchise.
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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. 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.
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- A release or waiver of rights executed by a franchisee may not include rights under the Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those 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.
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- Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
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- Pursuant to RCW 49.62.020, a noncompetition cov
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 63–71)
What This Means (2025 FDD)
According to Engel & Volkers' 2025 Franchise Disclosure Document, the Washington Franchise Investment Protection Act will take precedence over any conflicting terms in the Franchise Disclosure Document or Franchise Agreement for franchises sold in Washington. This means that if any provision in the Engel & Volkers' documents is inconsistent with the requirements of the Act, the Act's provisions will govern the franchise agreement within Washington state.
This addendum ensures that Engel & Volkers franchisees in Washington receive the full protection of their state's franchise laws. It addresses potential conflicts by explicitly stating that the Washington Franchise Investment Protection Act supersedes any inconsistent provisions in the franchise documents. This covers various aspects of the franchise relationship, including termination and renewal rights, which may also be subject to court decisions that override the Franchise Agreement.
Furthermore, the Engel & Volkers FDD specifies that arbitration or mediation involving a franchise purchased in Washington must occur within the state, unless otherwise agreed upon. Franchisees also retain the right to bring legal action in Washington for issues related to the sale of franchises or violations of the Washington Franchise Investment Protection Act, provided litigation isn't precluded by the franchise agreement. These stipulations reinforce the franchisee's legal standing and access to local remedies.
The FDD also clarifies that franchisees cannot waive their rights under the Act, except in specific circumstances, such as a negotiated settlement with independent counsel after the agreement is in effect. Provisions that unreasonably limit the statute of limitations for claims or rights under the Act are deemed unenforceable. Additionally, transfer fees must reflect Engel & Volkers' reasonable costs, and non-competition covenants are subject to Washington state law regarding employee earnings, ensuring fair treatment and compliance with state regulations.