Does the Washington Addendum apply to all related agreements for a Ledgers franchise, regardless of conflicting information?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
As a result, any provision contained in the franchise agreement or elsewhere that conflicts with these limitations is void and unenforceable in Washington.
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- Nonsolicitation Agreements. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting or hiring any employee of the franchisor. As a result, any such provisions contained in the franchise agreement or elsewhere are void and unenforceable in Washington.
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- Questionnaires and Acknowledgments. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- Prohibitions on Communicating with Regulators. Any provision in the franchise agreement or related agreements that prohibits the 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).
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, the Washington Addendum is an integral part of the franchise agreement and all related agreements for franchisees in Washington, superseding any conflicting terms within those documents. This addendum applies if the offer to sell a Ledgers franchise is accepted in Washington, if the purchaser is a resident of Washington, or if the franchised business will be located or operated in Washington.
Several specific provisions within the Washington Addendum further clarify the relationship between the addendum and other agreements. In case of conflicting laws, the Washington Franchise Investment Protection Act will take precedence. The addendum also states that RCW 19.100.180 may override provisions in the franchise agreement or related agreements concerning the franchisee's relationship with Ledgers, particularly regarding termination and renewal rights. Additionally, any statement, questionnaire, or acknowledgment signed by a franchisee cannot waive claims under Washington franchise law or disclaim reliance on statements made by Ledgers.
Moreover, the Washington Addendum addresses specific issues such as non-solicitation agreements and prohibitions on communicating with regulators. Any provisions in the franchise agreement or related agreements that restrict a franchisee from soliciting or hiring employees of Ledgers or other franchisees, or that prevent communication with regulators, are void and unenforceable in Washington. These stipulations provide significant protections for Ledgers franchisees operating in Washington, ensuring compliance with state law and safeguarding their rights.
In summary, the Washington Addendum serves to modify the standard Ledgers franchise agreement to comply with Washington state law, offering additional protections and rights to franchisees operating within the state. Prospective franchisees in Washington should carefully review the addendum to understand how it alters the standard franchise agreement and what specific rights and obligations it provides.