Is Beard Papas permitted to require litigation to be conducted outside of Minnesota?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
MINNESOTA FRANCHISE AND DEVELOPMENT AGREEMENT AMENDMENT
Amendments to the Beard Papa's Franchise Agreement
In recognition of the requirements of the Minnesota Statutes, Chapter 80C. and Minnesota Franchise Rules, Chapter 2860, the parties to the attached Muginoho International, Inc. Franchise Agreement (the "Franchise Agreement") and, if Franchisor and Franchisee both sign the Muginoho International, Inc. Multi-Unit Development Agreement (the "Development Agreement"), as follows:
- Article 14.C. of the Franchise Agreement, under the heading "Conditions for Approval of Transfer," subarticle 14.C(6) is supplemented with the addition of the following language:
; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of the Minnesota Franchise Act, Minn. Stat. Section 80C.14 et seq. and Minnesota Rules 2860.4400(D), shall remain in force; it being the intent of this provision that the non-waiver provisions of the Minnesota Rules 2860.4400(D) be satisfied; and
Minnesota law provides a franchisee with certain termination and non-renewal rights. Minn. Stat. Sect. 80C.14 Subdivisions 3, 4, and 5 require, except in certain specified cases, that franchisee be given 180 days-notice of nonrenewal of this Agreement by Franchisor.
- Article 15.B. of the Franchise Agreement, under the heading "Conditions for Renewal," subarticle 15.B(8) is supplemented with the addition of the following language:
; provided, however, that all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provisions of the Minnesota Franchise Act, Minn. Stat. Section 80C.14 et seq. and Minnesota Rules 2860.4400(D), shall remain in force; it being the intent of this provision that the non-waiver provisions of the Minnesota Rules 2860.4400(D) be satisfied; and
Source: Item 23 — RECEIPTS (FDD pages 58–275)
What This Means (2025 FDD)
The 2025 Beard Papas Franchise Disclosure Document includes a Minnesota Franchise and Development Agreement Amendment that addresses franchisee rights under Minnesota law. Specifically, it states that all rights enjoyed by the franchisee and any causes of action arising in the franchisee's favor from the provisions of the Minnesota Franchise Act, Minn. Stat. Section 80C.14 et seq. and Minnesota Rules 2860.4400(D), shall remain in force. This amendment is intended to satisfy the non-waiver provisions of the Minnesota Rules 2860.4400(D).
This means that Beard Papas franchisees in Minnesota retain all rights and causes of action granted to them under the Minnesota Franchise Act and related rules. The amendment ensures that franchisees do not waive these rights, even when agreeing to other terms in the Franchise Agreement. This protection is particularly relevant in the context of franchise agreements, which often contain clauses related to dispute resolution, governing law, and venue.
While the amendment does not explicitly prohibit Beard Papas from requiring litigation to be conducted outside of Minnesota, it strongly implies that any such provision would be subject to the franchisee's rights under Minnesota law. Therefore, a Minnesota Beard Papas franchisee could argue that a clause requiring out-of-state litigation is unenforceable if it violates their rights under the Minnesota Franchise Act. Prospective franchisees should consult with legal counsel to fully understand their rights and protections under Minnesota law.