In Washington, what law prevails in the event of a conflict of laws regarding a Fat Shack franchise?
Fat_Shack Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
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- Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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- Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning your relationship with the franchisor, including in the areas of termination and renewal of your franchise. There may also be court decisions that supersede the franchise agreement or related agreements concerning your relationship with the franchisor. Franchise agreement provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
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- Site of Arbitration, Mediation, and/or Litigation. 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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- General Release. A release or waiver of rights in the franchise agreement or related agreements purporting to bind the franchisee to waive compliance with any provision under the Washington Franchise Investment Protection Act or any rules or orders thereunder is 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). In addition, any such release or waiver
Source: Item 23 — Receipts (FDD pages 53–223)
What This Means (2025 FDD)
According to Fat Shack's 2025 Franchise Disclosure Document, the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will prevail if there is a conflict of laws. This means that if any part of the franchise agreement clashes with the state's franchise laws, the state law will take precedence in Washington.
This protection extends to the franchisee's rights, particularly concerning termination and renewal, as RCW 19.100.180 may override conflicting provisions in the franchise agreement. Furthermore, any release or waiver of rights that requires a franchisee to waive compliance with the Washington Franchise Investment Protection Act is void unless it meets specific conditions. These conditions include being part of a negotiated settlement after the franchise agreement is already in effect and having both parties represented by independent legal counsel.
For a prospective Fat Shack franchisee in Washington, this means that the state provides a legal safety net. The franchisee should be aware of the Washington Franchise Investment Protection Act and understand that certain provisions in the franchise agreement that might seem unfavorable could be superseded by state law. It is advisable to seek independent legal counsel to fully understand these protections and ensure compliance with all applicable regulations.