Does the governing law section of the Anago Subfranchise Rights Agreement affect any rights a franchisee has under Minnesota Statutes Chapter 80C?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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- GOVERNING LAW. Section 13.5 of the Subfranchise Rights Agreement is deleted and replaced with the following:
- H. GOVERNING LAW. ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED BY THE UNITED STATES FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.). EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER UNITED STATES FEDERAL LAW, THIS AGREEMENT, THE MASTER FRANCHISE, AND ALL CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN US AND YOU WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES, EXCEPT THAT (1) ANY STATE LAW REGULATING THE SALE OF FRANCHISES OR GOVERNING THE RELATIONSHIP OF A FRANCHISOR AND ITS FRANCHISE OWNER WILL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS PARAGRAPH, AND (2) NOTHING IN THIS AGREEMENT WILL ABROGATE OR REDUCE ANY OF YOUR RIGHTS UNDER MINNESOTA STATUTES CHAPTER 80C OR YOUR RIGHT TO ANY PROCEDURE, FORUM OR REMEDIES THAT THE LAWS OF THE JURISDICTION PROVIDE.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the governing law section of the Subfranchise Rights Agreement does not reduce or abrogate any rights a franchisee has under Minnesota Statutes Chapter 80C. Specifically, the agreement states that while it is generally governed by Florida law, this is with the exception that any state law regulating the sale of franchises or the relationship between a franchisor and franchisee will not apply unless its jurisdictional requirements are met independently.
Furthermore, the Anago agreement explicitly states that nothing within it will diminish a franchisee's rights under Minnesota Statutes Chapter 80C, or their rights to any procedure, forum, or remedies provided by the laws of the jurisdiction. This ensures that Minnesota franchisees retain all protections afforded to them under Minnesota law, regardless of the governing law specified in the franchise agreement.
In addition to the above protections, Minnesota law provides franchisees with certain rights regarding termination and non-renewal. Except in specific cases, Anago must provide 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal. Minnesota law may also prohibit Anago from requiring litigation outside of Minnesota, mandating jury trial waivers, or enforcing liquidated damages, termination penalties, or judgment notes.