Under the Bonchon Minnesota Addendum, can a franchisee waive claims under applicable state franchise law, including fraud in the inducement, through any statement or acknowledgement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Any claims arising under Minnesota Statutes, Chapter 80C must be brought within three years after the cause of action accrues.
No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee (or area developer) 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.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the Minnesota Addendum explicitly protects franchisees from unintentionally waiving their rights under Minnesota franchise law. Specifically, any statement, questionnaire, or acknowledgment signed by a franchisee in connection with starting their franchise cannot be interpreted as a waiver of claims, including those related to fraud in the inducement. This protection ensures that franchisees cannot inadvertently forfeit their legal rights through standard paperwork or acknowledgments during the franchise commencement process.
This provision is significant for prospective Bonchon franchisees in Minnesota as it safeguards their ability to pursue legal claims under state franchise law, even after signing agreements or questionnaires. It prevents Bonchon from using standardized documents to preemptively limit a franchisee's legal recourse. This protection extends to claims of fraud, ensuring that franchisees who believe they were misled during the franchise sales process retain the right to seek legal remedies.
The addendum emphasizes that this protection supersedes any conflicting terms in other franchise documents. This means that even if other parts of the franchise agreement contain language that could be interpreted as a waiver, the Minnesota Addendum takes precedence, reinforcing the franchisee's rights under Minnesota law. This clause provides a clear and unambiguous assurance to franchisees that their rights are protected, regardless of other contractual language.
In practical terms, this provision offers Minnesota Bonchon franchisees a greater degree of legal security compared to franchisees in states without such explicit protections. It reduces the risk that a franchisee might unknowingly surrender important legal rights during the initial stages of the franchise relationship. This addendum reflects a commitment to compliance with Minnesota franchise law and provides an additional layer of assurance for franchisees investing in a Bonchon franchise within the state.