What specific areas of the Ledgers franchise agreement can RCW 19.100.180 supersede?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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that the franchisor may exercise its discretion on the basis of its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which requires the parties to deal with each other in good faith.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.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 Ledgers Franchise Disclosure Document, RCW 19.100.180(1) may limit or supersede provisions in the franchise agreement or related agreements stating that Ledgers may exercise its discretion based on its reasonable business judgment. This Washington state law requires the parties to deal with each other in good faith. This means that while the franchise agreement might grant Ledgers some latitude in making decisions, they must still act honestly and fairly towards the franchisee.
Additionally, any provision in the Ledgers franchise agreement or related agreements that prohibits a franchisee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h). This ensures that franchisees have the right to report concerns or violations to the appropriate regulatory bodies without fear of reprisal from Ledgers.
For a prospective Ledgers franchisee in Washington, this means that certain clauses in the franchise agreement that might appear to give Ledgers broad discretionary powers are tempered by the state's requirement of good faith. Furthermore, franchisees are protected from any contractual gag orders that would prevent them from communicating with regulatory agencies. These stipulations provide an added layer of protection for franchisees operating in Washington, ensuring fair dealing and transparency in the franchise relationship.