For Baymont Inn Suites franchisees in Minnesota, how does the addendum affect the existing Franchise Agreement?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
This Addendum to the Franchise Agreement by and between Baymont Franchise Systems,
- In compliance with Minnesota Rule 2860.4400J, the eleventh sentence in Subsection 11.4 of the Franchise Agreement is amended to read as follows:
You recognize that any use of the System not in accord with this Agreement will cause us irreparable harm for which there is no adequate remedy at law, entitling us to seek both temporary and permanent injunctive relief against you from any court of competent jurisdiction, which may require us to post a bond.
In addition, the following language is added at the end of Section 17.6.3 of the Franchise Agreement:
Minnesota Statutes, Section 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the franchisee to consent to liquidated damages, termination penalties or judgment notes. Nothing in the Franchise Disclosure Document or this Franchise Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum or remedies provided for by the laws of Minnesota.
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- Minnesota law provides franchisees with certain termination, non-renewal and transfer rights. Minnesota Statutes, Section 80C.14, Subdivisions 3, 4 and 5 require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the Franchise Agreement and that consent to the transfer of the franchise will not be unreasonably withheld.
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- We will not require you to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, provided that the foregoing shall not bar the voluntary settlement of disputes.
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- You understand that Minnesota law limits you to a three year period from the date a claim accrues in which to bring any claim against us for a violation of Minnesota Statutes, Section 80C.17.
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- To the extent required by the Minnesota Franchise Act, we will protect your rights to use the trademarks, service marks, trade names, logo types or other commercial symbols related to the trademarks or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the trademarks, provided you are using the names and marks in
accordance with the Franchise Agreement.
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- 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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- All other rights, obligations, and provisions of the Franchise Agreement shall remain in full force and effect. Only the Sections specifically added to or amended by this Addendum shall be affected. This Addendum is incorporated in and made a part of the Franchise Agreement for the State of Minnesota.
Source: Item 22 — CONTRACTS (FDD pages 96–97)
What This Means (2025 FDD)
According to the 2025 Baymont Inn Suites Franchise Disclosure Document, the addendum modifies the existing franchise agreement for franchisees in Minnesota.
Specifically, the addendum amends Subsection 11.4 regarding injunctive relief, clarifying that Baymont Franchise Systems may seek temporary and permanent injunctive relief against a franchisee for uses of the System not in accordance with the agreement, potentially requiring the franchisor to post a bond. It also adds language to Section 17.6.3, reinforcing franchisee rights under Minnesota law, which prohibits requiring litigation outside of Minnesota, jury trial waivers, or franchisee consent to liquidated damages, termination penalties, or judgment notes. The addendum confirms that no part of the Franchise Disclosure Document or Franchise Agreement can reduce any rights provided to the franchisee under Minnesota Statutes, Chapter 80C, or their rights to any procedure, forum, or remedies under Minnesota law.
Additionally, Minnesota law provides franchisees with certain rights regarding termination, non-renewal, and transfer, requiring 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal, and stating that consent to transfer will not be unreasonably withheld. Baymont Inn Suites will not require franchisees to agree to releases, assignments, novations, or waivers that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, although voluntary settlements of disputes are permitted. Franchisees are limited to a three-year period from the date a claim accrues to bring any claim against Baymont Inn Suites for violations of Minnesota Statutes, Section 80C.17. Baymont Inn Suites will also protect the franchisee's rights to use trademarks and indemnify them from losses arising from claims regarding the use of trademarks, provided the names and marks are used in accordance with the Franchise Agreement.
Finally, any statement, questionnaire, or acknowledgment signed by a franchisee cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor. Only the sections specifically added to or amended by the addendum are affected, with all other rights, obligations, and provisions of the Franchise Agreement remaining in full force and effect. The addendum is incorporated into and made part of the Franchise Agreement for the State of Minnesota.