Does the release language in the Alloy Franchise Agreement relieve the franchisor from liability imposed by Minnesota laws concerning franchising?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
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- No release language set forth in the Franchise Agreement shall relieve Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Minnesota, provided, that this part will not bar the voluntary settlement of disputes.
No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law or statutory, or as disclaiming reliance on or the
right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, the addendum to the franchise agreement for Minnesota franchisees explicitly states that no release language within the agreement will relieve Alloy from liability imposed by Minnesota's franchising laws. This protection extends directly and indirectly to Alloy and any other person involved. However, this provision does not prevent the voluntary settlement of disputes.
This clause ensures that Minnesota franchisees retain their rights and protections under state law, preventing Alloy from using standard contract language to circumvent those legal obligations. It reinforces that franchisees cannot be forced to waive their rights through releases or other contractual clauses. This addendum aims to comply with Minnesota statutes and regulations, providing additional security for franchisees operating within the state.
Furthermore, any disclaimer, questionnaire, clause, or statement signed by a franchisee at the start of the franchise relationship cannot be interpreted as a waiver of claims related to fraud in the inducement. This includes both common law and statutory claims. Franchisees also cannot be deemed to disclaim reliance on statements or information provided by Alloy or its representatives if that information was a material factor in the franchisee's investment decision. This provision overrides any conflicting terms in other documents related to the franchise agreement.
In practical terms, this means that Minnesota franchisees have stronger legal recourse against Alloy for violations of state franchise laws. They are protected from unknowingly waiving their rights through standard contractual language and can rely on the information provided by Alloy during the franchise sales process. This addendum provides an additional layer of security for franchisees in Minnesota, ensuring compliance with state regulations and protecting their legal rights.