For a Ledgers franchise in Washington, what happens if the parties are not represented by independent counsel when executing a release or waiver?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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).
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, specifically for franchisees in Washington, a release or waiver of rights within the franchise agreement or related documents is considered void if it aims to waive compliance with any provision of the Washington Franchise Investment Protection Act, unless specific conditions are met.
Specifically, such a release is only valid if it is executed as part of a negotiated settlement after the franchise agreement is already in effect. Furthermore, both Ledgers and the franchisee must be represented by independent legal counsel during the execution of the release or waiver, as mandated by RCW 19.100.220(2). This requirement ensures that the franchisee's rights are protected and that they receive informed advice before agreeing to waive any rights under the Washington Franchise Investment Protection Act.
This provision also applies to releases or waivers executed in connection with the renewal or transfer of a Ledgers franchise. If these conditions are not met, the release or waiver is void, meaning it has no legal effect and cannot be enforced against the franchisee. This protection is in place to prevent Ledgers from using its potentially stronger bargaining position to pressure franchisees into unknowingly giving up their legal rights under the Washington Franchise Investment Protection Act.