Can Boulder Designs require litigation to be conducted outside of Minnesota for a franchise operating in Minnesota?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
execute this Agreement.
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- The following sentence is added to the end of Section 23.1:
- Notwithstanding the foregoing, the Minnesota Franchise Act shall govern this Agreement.
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- The following sentence is added to the end of Section 23.2:
- Minnesota Statute §80C.21 and Minnesota Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in this Agreement can abrogate or reduce Franchisee's rights as provided for in Minnesota
Statutes, Chapter 80C, or Franchisee's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
The franchisee cannot consent to the franchisor obtaining injunctive relief. The franchisor may seek injunctive relief. See Minn. Rules 2860.4400J.
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- Each provision of this Amendment will be effective only to the extent that, with respect to the provision, the jurisdictional requirements of the Minnesota Franchise Act is met independently of this Amendment. Franchisor does not waive its right to challenge the enforceability of any state law and declares void or unenforceable any provision contained in this Agreement. Franchisor and Franchisee will enforce the provisions of this Agreement to the extent permit
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the franchisee cannot consent to the franchisor obtaining injunctive relief. The FDD states that the franchisor may seek injunctive relief, referencing Minn. Rules 2860.4400J. Additionally, the FDD states that each provision of the amendment will be effective only to the extent that, with respect to the provision, the jurisdictional requirements of the Minnesota Franchise Act are met independently of the amendment.
Boulder Designs states that it does not waive its right to challenge the enforceability of any state law and declares void or unenforceable any provision contained in the agreement. Boulder Designs and the franchisee will enforce the provisions of the agreement to the extent permitted by law.
Furthermore, the FDD states that no statement, questionnaire, or acknowledgement 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 with the franchise. This suggests that Boulder Designs franchisees operating in Minnesota may have some protection under Minnesota state law regarding where litigation can occur.