What is the effect of state law on the franchise agreement provisions for Sonesta Simply Suites in Washington?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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- The following is added to the end of the Special Risks to Consider About This Franchise page:
We use the services of franchise brokers to assist us in selling franchises. A franchise broker represents us and is paid a fee for referring prospects to us and/or selling the franchise. Do not rely only on the information provided by a franchise broker about a franchise. Do your own investigation by contacting our current and former franchisees to ask them about their experience with us.
- The following paragraph is added at the end of Item 17:
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, chapter 19.100 RCW will prevail.
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.
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.
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).
Provisions contained in the franchise agreement or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
Transfer fees are collectable only to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
The franchisee may terminate the franchise agreement under any grounds permitted under state law.
Any provision in the franchise agreement or related agreements that requires the franchisee to purchase or rent any product or service for more than a fair and reasonable price is unlawful under RCW 19.100.180(2)(d).
RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, provisions contained in the franchise agreement or elsewhere requiring franchisees to waive exemplary, punitive, or similar damages may be 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).
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.
Source: Item 23 — RECEIPTS (FDD pages 80–246)
What This Means (2025 FDD)
According to Sonesta Simply Suites's 2025 Franchise Disclosure Document, the franchise agreement provisions are significantly affected by Washington state law. In the event of a conflict of laws, the Washington Franchise Investment Protection Act will take precedence. Specifically, RCW 19.100.180 may supersede provisions in the franchise agreement related to the franchisee's relationship with Sonesta Simply Suites, including termination and renewal terms. Court decisions may also override the franchise agreement. Franchise agreement provisions are generally subject to state law.
For any arbitration or mediation involving a Sonesta Simply Suites franchise purchased in Washington, the venue must be in Washington state or a location mutually agreed upon during the arbitration or mediation process, or as determined by the arbitrator or mediator. Franchisees in Washington may bring legal action in Washington if litigation is not precluded by the franchise agreement, particularly for issues arising from the sale of franchises or violations of the Washington Franchise Investment Protection Act.
Furthermore, any waiver of rights within the franchise agreement that compels a franchisee to waive compliance with the Washington Franchise Investment Protection Act is void unless it is part of a negotiated settlement after the agreement is in effect and both parties have independent legal representation, as per RCW 19.100.220(2). This also applies to waivers related to franchise renewals or transfers. Provisions that unreasonably restrict the statute of limitations for claims under the Washington Franchise Investment Protection Act or limit rights such as a jury trial may not be enforceable. Transfer fees are only collectable to the extent that they reflect Sonesta Simply Suites's reasonable costs. The franchisee has the right to terminate the franchise agreement on any grounds permitted by state law.
Additionally, any provision requiring a franchisee to purchase or rent products/services at an unreasonable price is unlawful under RCW 19.100.180(2)(d). Franchisees may seek treble damages under RCW 19.100.190 under certain conditions, meaning that any clauses requiring a waiver of exemplary or punitive damages may be void unless agreed upon in a negotiated settlement with independent counsel after the agreement is in effect, as per RCW 19.100.220(2). Finally, provisions allowing Sonesta Simply Suites to use its reasonable business judgment may be limited or superseded by RCW 19.100.180(1), which mandates that both parties deal with each other in good faith. Any provision prohibiting communication with regulators is unlawful under RCW 19.100.180(2)(h).