Under what circumstances might RCW 19.100.180 supersede the Engel & Volkers Franchise Agreement?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
ocation."
Section 26.13 of the Franchise Agreement is replaced in its entirety by the following:
"[Intentionally omitted]"
Section 26.15 of the Franchise Agreement is amended by adding the following at the end of the Section:
"Notwithstanding anything to the contrary in this Section, no rights or claims arising under Sections 19.100.180 (g)(2) and 19.100.220(2) of the Washington Franchise Investment Protection Act are waived by this Section."
RCW 19.100.180 may supersede the Franchise Agreement in Franchisee's relationship with Franchisor, including the areas of termination and renewal of your Franchise Agreement. There may also be court decisions which may supersede the Franchise Agreement in Franchisee's relationship with Franchisor including the areas of termination and renewal of your franchise.
In the event of a conflict of law, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
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.
A release or waiver of rights executed by a master Franchisee shall not include rights under the Washington Franchise Investment Protection 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, rights or remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer fees are collectable to the extent that they reflect ENGEL & VÖLKERS reasonable estimated or act
Source: Item 22 — CONTRACTS (FDD page 88)
What This Means (2025 FDD)
According to Engel & Volkers's 2025 Franchise Disclosure Document, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW, will take precedence if there is a conflict of law. This means that if any part of the Engel & Volkers Franchise Agreement clashes with the stipulations laid out in the Washington Franchise Investment Protection Act, the Act will govern.
For a prospective Engel & Volkers franchisee in Washington, this is a crucial safeguard. It ensures that the franchisee's rights and protections under Washington state law are upheld, even if the franchise agreement contains conflicting terms. This covers various aspects, including the franchisee's ability to bring legal action in Washington and the enforceability of non-competition covenants.
Specifically, the FDD mentions that a franchisee can bring an action related to the sale of franchises or a violation of the Washington Franchise Investment Protection Act in Washington, assuming litigation isn't precluded by the franchise agreement. Furthermore, any release or waiver of rights by a master franchisee does not include rights under the Washington Franchise Investment Protection Act unless it's part of a negotiated settlement with independent counsel after the agreement is in effect. Provisions that unreasonably restrict the statute of limitations or rights to a jury trial may also be unenforceable.
Moreover, non-competition covenants have specific limitations. They are void and unenforceable against an employee of a franchisee unless the employee's annualized earnings exceed $100,000 (adjusted annually for inflation) or against an independent contractor of a franchisee unless their annualized earnings exceed $250,000 (also adjusted annually for inflation). Any conflicting provisions in the franchise agreement are void and unenforceable in Washington, protecting lower-earning individuals from overly restrictive non-compete clauses.