Does the requirement for independent counsel apply to all releases or waivers for Ledgers franchisees?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
me 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' 2025 Franchise Disclosure Document, the requirement for independent counsel applies specifically to releases or waivers related to compliance with the Washington Franchise Investment Protection Act and waivers of exemplary or punitive damages. In Washington, a release or waiver of rights in the franchise agreement must be executed pursuant to a negotiated settlement after the agreement is in effect, with both parties represented by independent counsel, as per RCW 19.100.220(2). This requirement also applies to releases or waivers executed in connection with a renewal or transfer of a franchise in Washington, again as provided for in RCW 19.100.220(2).
Similarly, provisions requiring franchisees to waive exemplary, punitive, or similar damages are void unless executed pursuant to a negotiated settlement after the agreement is in effect and with independent counsel representation, in accordance with RCW 19.100.220(2). This means that Ledgers franchisees in Washington cannot be forced to waive these rights unless these specific conditions are met.
For prospective Ledgers franchisees, particularly those in Washington, it is crucial to understand these stipulations. If a settlement is negotiated after the franchise agreement is in effect, or during a renewal or transfer, having independent legal representation is essential to ensure that any releases or waivers are valid and enforceable. This protects the franchisee's rights under the Washington Franchise Investment Protection Act and ensures they do not unknowingly relinquish their ability to claim exemplary or punitive damages under certain circumstances.