Can RCW 19.100.180 supersede the Healthsource Chiropractic Franchise Agreement?
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.
In In re: Franchise No Poaching Provisions, HealthSource Chiropractic, Inc., State of Washington, King County Superior Court No. 19-2-27562-6 SEA, on October 18, 2019, the Attorney General of the State of Washington alleged certain provisions contained in
HealthSource's prior versions of the franchise agreement contained "no-poach" provisions, and also alleged these provisions could constitute a violation of the State of Washington's Consumer Protection Act, RCW 19.86.030. Specifically, HealthSource's franchise agreement previously contained language that prohibited a franchisee from soliciting or hiring employees who worked for HealthSource during the term of the franchise agreement, or who worked for that particular franchise location if the current franchise owner sold the clinic and left the HealthSource system.
HealthSource and the State of Washington entered into an Assurance of Discontinuance whereby HealthSource agreed to not enforce any "no-poach" provisions contained in any existing franchise agreements, to amend franchise agreements with entities within the State of Washington to remove any "no-poach" provisions, and to not include any "no-poach" provisions in franchise agreements in the future. The Assurance of Discontinuance resolved all issues raised by the State of Washington against HealthSource, and HealthSource has fully performed its duties under the Assurance of Discontinuance.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to the 2025 Healthsource Chiropractic Franchise Disclosure Document, provisions within the franchise agreement that conflict with specific Washington state laws are void and unenforceable in Washington. Specifically, any part of the agreement that violates RCW 49.62.060, which prohibits franchisors from restricting franchisees from soliciting or hiring employees of either another franchisee within the same system or the franchisor itself, is superseded by state law.
Furthermore, the FDD states that no agreement signed by a franchisee at the start of their franchise can waive claims under state franchise law, including claims of fraud. This also means a franchisee cannot disclaim reliance on statements made by Healthsource Chiropractic or anyone acting on their behalf. This particular provision overrides any conflicting terms in any document related to the franchise agreement.
In 2019, the State of Washington Attorney General raised concerns about Healthsource Chiropractic's prior franchise agreements containing "no-poach" provisions, alleging they violated the state's Consumer Protection Act, RCW 19.86.030. Healthsource Chiropractic resolved this by agreeing not to enforce these provisions, amending agreements in Washington to remove them, and committing not to include them in future agreements. While the document does not specifically mention RCW 19.100.180, the general principle is that conflicting provisions are unenforceable in Washington state.