What happens if the franchised business of a Ledgers franchise is to be located or operated in Washington?
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).
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 Ledgers Franchise Disclosure Document, a Washington Addendum is applicable if the offer to sell a franchise is accepted in Washington, if the purchaser of the franchise is a resident of Washington, or if the franchised business is to be located or operated in Washington. This addendum forms an integral part of and modifies the Franchise Disclosure Document, the franchise agreement, and all related agreements.
The addendum specifies that in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act will prevail. It also states that RCW 19.100.180 may supersede provisions in the franchise agreement or related agreements concerning the franchisee's relationship with Ledgers, particularly in areas of termination and renewal. Court decisions may also supersede the franchise agreement.
Furthermore, for any arbitration or mediation involving a franchise purchased in Washington, the site will be in Washington, or a place mutually agreed upon, or as determined by the arbitrator or mediator. If litigation is not precluded by the franchise agreement, a franchisee may bring an action in Washington arising out of the sale of franchises or a violation of the Washington Franchise Investment Protection Act. No statement signed by a franchisee can waive claims under state franchise law or disclaim reliance on statements made by Ledgers.