What rights of a Bft developer under Minnesota Statutes Chapter 80C are protected by the Multi-Unit Agreement?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
- By Developer and its Owners**) of the Multi-Unit Agreement:
Any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the Minnesota Franchises Law.
- Governing Law. The following sentence is added to the end of Section 12.A (Governing Law) of the Multi-Unit Agreement:
Nothing in this Agreement will abrogate or reduce any of Developer's rights under the Minnesota Statutes Chapter 80C or Developer's right to any procedure, forum or remedies that the laws of the jurisdiction provide.
- Other Proceeding (Right to Injunctive Relief). The following language is added to the end of Section 12.E (Other Proceeding (Right to Injunctive Relief)) of the Multi-Unit Agreement:
Notwithstanding the foregoing, a court will determine if a bond is required to obtain injunctive relief.
- Consent to Jurisdiction. The following sentence is added to the end of Section 12.F (Consent to Jurisdiction) of the Multi-Unit Agreement:
Notwithstanding the foregoing, Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor, except in certain specified cases, from requiring litigation to be conducted outside of Minnesota. Nothing in this Agreement shall abrogate or reduce any of Developer's rights under
Minnesota Statutes chapter 80C or Developer's right to any procedure, forum or remedies that the laws of the jurisdiction provide.
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- Waiver of Punitive Damages; Jury Trial. If and then only to the extent required by the Minnesota Franchises Law, Sections 12.G (Waiver of Punitive Damages) and 12.H (Waiver of Jury Trial) of the Multi-Unit Agreement are hereby deleted.
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- Limitation of Actions. The following is added to the end Section 12.K (Limitation of Actions) of the Multi-Unit Agreement:
; provided, however, that Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than 3 years after the cause of action accrues.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–66)
What This Means (2025 FDD)
According to the 2025 Bft Franchise Disclosure Document, the Multi-Unit Agreement ensures that nothing within the agreement will diminish or negate any rights a Bft developer possesses under Minnesota Statutes Chapter 80C. This protection extends to the developer's entitlement to specific procedures, forums, or remedies as provided by Minnesota law.
Specifically, Minnesota Statutes Section 80C.21 and Minnesota Rule 2860.4400J prevent Bft from mandating that litigation occur outside of Minnesota, except in certain specified cases. The agreement also ensures that any release required as a condition of renewal or transfer/assignment will not apply to the extent prohibited by governing law with respect to claims arising under Minn. Rule 2860.4400D.
Furthermore, Bft must adhere to Minn. Stat. Sec. 80C.14, Subds. 3, 4 and 5, which, except in certain situations, require Bft to provide the developer with 90 days' notice of termination (including 60 days to cure the issue) for both the Franchise Agreement and Multi-Unit Agreement. Additionally, 180 days' notice is required for non-renewal of these agreements. These stipulations ensure that Bft developers operating in Minnesota receive the full protection of Minnesota franchise law, preventing the franchisor from circumventing those protections through the franchise agreement.