What happens if the Ledgers franchise agreement conflicts with the Washington Franchise Investment Protection Act?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, if there is a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW, will take precedence. This means that any part of the franchise agreement that contradicts the Washington Franchise Investment Protection Act will be superseded by the Act.
This protection extends to various aspects of the franchisee-franchisor relationship. For example, RCW 19.100.180 may override provisions in the franchise agreement related to termination and renewal of the franchise. Additionally, court decisions may also supersede the franchise agreement concerning the relationship between Ledgers and its franchisees.
Moreover, certain provisions within the franchise agreement are unenforceable in Washington if they conflict with specific limitations. These include restrictions on a franchisee's ability to solicit or hire employees of Ledgers or its other franchisees, as prohibited by RCW 49.62.060. Similarly, any statement, questionnaire, or acknowledgment that waives claims under state franchise law or disclaims reliance on statements made by Ledgers is superseded. Provisions that prohibit a franchisee from communicating with regulators are also unlawful under RCW 19.100.180(2)(h).