What happens if the Ledgers franchise agreement conflicts with chapter 19.100 RCW?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
(j), unless the franchise is terminated for good cause.
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- Fair and Reasonable Pricing. Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
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- Waiver of Exemplary & Punitive Damages. RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages are 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).
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- Franchisor's Business Judgement. Provisions in the franchise agreement or related agreements stating that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.
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- Indemnification. Any provision in the franchise agreement or related agreements requiring the franchisee to indemnify, reimburse, defend, or hold harmless the franchisor or other parties is hereby modified such that the franchisee has no obligation to indemnify, reimburse, defend, or hold harmless the franchisor or any other indemnified party for losses or liabilities to the extent that they are caused by the indemnified party's negligence, willful misconduct, strict liability, or fraud.
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- Attorneys' Fees. If the franchise agreement or related agreements require a franchisee to reimburse the franchisor for court costs or expenses, including attorneys' fees, such provision applies only if the franchisor is the prevailing party in any judicial or arbitration proceeding.
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- **Noncompetitio
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, several provisions within the franchise agreement are modified or superseded to comply with Washington state law (RCW 19.100). Specifically, any clauses requiring franchisees to waive exemplary, punitive, or similar damages are void unless executed as part of a negotiated settlement with independent counsel after the agreement is already in effect, as per RCW 19.100.220(2). This ensures that franchisees retain their rights to seek treble damages under certain circumstances, as permitted by RCW 19.100.190.
Additionally, provisions that allow Ledgers to exercise discretion based on reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which mandates that both parties deal with each other in good faith. Any clause requiring the franchisee to indemnify Ledgers is modified to exclude franchisee responsibility for losses caused by Ledgers' negligence, willful misconduct, strict liability, or fraud. This protects the franchisee from undue liability for Ledgers' actions.
Furthermore, if the franchise agreement requires the franchisee to reimburse Ledgers for court costs or attorneys' fees, this applies only if Ledgers prevails in a legal or arbitration proceeding. Noncompetition covenants are void and unenforceable against a franchisee's employee unless the employee's annualized earnings exceed $100,000 (adjusted annually for inflation), in accordance with RCW 49.62.020. These stipulations collectively ensure that the Ledgers franchise agreement adheres to Washington state law, providing franchisees with specific protections and rights.