For a Ledgers franchise in Washington, what happens if the franchise agreement conflicts with the Washington Franchise Investment Protection Act?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, the Washington Addendum modifies the franchise agreement for franchisees in Washington. Specifically, if there is a conflict of laws, the provisions of the Washington Franchise Investment Protection Act will take precedence. This means that any clause in the standard Ledgers franchise agreement that contradicts the state's franchise laws will be superseded by those laws, ensuring that the franchisee's rights under Washington law are protected.
This protection extends to various aspects of the franchise relationship. For example, the FDD states that RCW 19.100.180 may override provisions in the franchise agreement related to termination and renewal. Additionally, any provisions that restrict a franchisee from communicating with regulators are unlawful under RCW 19.100.180(2)(h). The addendum also addresses non-solicitation agreements, clarifying that Ledgers cannot restrict a franchisee from soliciting or hiring employees of another Ledgers franchisee or Ledgers itself, as per RCW 49.62.060.
Furthermore, the FDD emphasizes that franchisees cannot waive claims under state franchise law or disclaim reliance on statements made by Ledgers or its representatives. This ensures that franchisees retain their legal rights and protections under Washington law, regardless of any conflicting terms in the franchise agreement. The Washington Addendum aims to provide additional clarity and protection to franchisees operating within the state, aligning the franchise agreement with Washington's specific legal requirements.