For a Ledgers franchise in Washington, what is the effect of the Washington Franchise Investment Protection Act on related agreements?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor has completed its pre-opening obligations under the franchise agreement."
Washington Addendum to the Franchise Disclosure Document, Franchise Agreement, and Related Agreements
The provisions of this Addendum form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements regardless of anything to the contrary contained therein. This Addendum applies if: (a) the offer to sell a franchise is accepted in Washington; (b) the purchaser of the franchise is a resident of Washington; and/or (c) the franchised business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.
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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 executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
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- Statute of Limitations and Waiver of Jury Trial. Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection 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. Transfer fees are collectable only to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
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- Termination by Franchisee. The franchisee may terminate the franchise agreement under any grounds permitted under state law.
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- Certain Buy-Back Provisions. Provisions in franchise agreements or related agreements that permit the franchisor to repurchase the franchisee's business for any reason during the term of the franchise agreement without the franchisee's consent are unlawful pursuant to RCW 19.100.180(2)(j), unless the franchise is terminated for good cause.
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- Fair and Reasonable Pricing.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, the Washington Franchise Investment Protection Act has several important effects on franchise agreements and related agreements for franchises operating in Washington.
First, in the event of any conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will take precedence over any conflicting terms in the franchise agreement or related documents. This ensures that the franchisee's rights under Washington law are protected. RCW 19.100.180 may also supersede provisions in the franchise agreement or related agreements concerning the franchisee's relationship with Ledgers, particularly in areas like termination and renewal. Court decisions may also override the franchise agreement in certain situations.
Second, any release or waiver of rights that requires a franchisee to waive compliance with the Washington Franchise Investment Protection Act is void. The only exception is if the release is part of a negotiated settlement, agreed to after the franchise agreement is already in effect, and both parties are represented by independent legal counsel, as per RCW 19.100.220(2). Similarly, waivers signed during a renewal or transfer are also void unless they meet the same conditions. Provisions that unreasonably restrict the statute of limitations for claims under the Act or limit rights and remedies, such as the right to a jury trial, may not be enforceable.
Finally, certain specific provisions in the franchise agreement or related agreements are unlawful under Washington law. For example, Ledgers cannot repurchase the franchisee's business without consent unless there is good cause for termination, as per RCW 19.100.180(2)(j). It is also unlawful under RCW 19.100.180(2)(d) for Ledgers to require a franchisee to purchase or rent products or services at prices exceeding what is fair and reasonable. Additionally, any provisions that prohibit a franchisee from communicating with regulators are unlawful under RCW 19.100.180(2)(h) and inconsistent with the Franchise Disclosure Document. These stipulations aim to protect franchisees from unfair or overreaching contractual terms.