What aspects of the Healthsource Chiropractic franchise agreement in Washington might RCW 19.100.180 supersede?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
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 a franchisor from restricting, restraining, or prohibiting a franchisee 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.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic FDD, any provisions within the franchise agreement that conflict with limitations set by Washington state law are considered void and unenforceable in Washington. Specifically, RCW 49.62.060, which prohibits a franchisor from restricting a franchisee's ability to solicit or hire employees from either another franchisee of the same franchisor or from the franchisor itself, takes precedence. This means Healthsource Chiropractic cannot enforce any clauses that prevent a franchisee from hiring employees from other Healthsource Chiropractic locations or from Healthsource Chiropractic itself within Washington.
Furthermore, the FDD states that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under applicable state franchise law, including claims of fraud in the inducement, or disclaim reliance on statements made by Healthsource Chiropractic or its representatives. This provision is designed to protect franchisees from unknowingly giving up their rights under Washington state law. It ensures that franchisees can pursue legal claims, even if they have signed documents that appear to limit those rights.
In 2019, the Attorney General of Washington State raised concerns about "no-poach" provisions in Healthsource Chiropractic's franchise agreements, alleging they violated the state's Consumer Protection Act, RCW 19.86.030. These provisions previously restricted franchisees from hiring employees who worked for Healthsource Chiropractic or at a franchise location if the owner sold the clinic and left the system. To resolve these concerns, Healthsource Chiropractic entered into an Assurance of Discontinuance with the State of Washington, agreeing not to enforce any existing "no-poach" provisions, to remove them from franchise agreements in Washington, and to refrain from including them in future agreements. This agreement confirms Healthsource Chiropractic's commitment to complying with Washington state law and protecting franchisees' rights regarding employee solicitation and hiring.
In practical terms, this means that a Healthsource Chiropractic franchisee in Washington has the freedom to hire qualified staff from any source, including other Healthsource Chiropractic clinics or from Healthsource Chiropractic directly, without fear of legal repercussions from the franchisor. Additionally, franchisees retain their rights to pursue legal claims related to the franchise agreement, regardless of any statements or acknowledgments they may have signed. This provides a level of protection and flexibility for franchisees operating in Washington, ensuring compliance with state law and promoting fair business practices.