In Minnesota, can Buns On Fire require a franchisee to consent to judgment notes?
Buns_On_Fire Franchise · 2025 FDDAnswer from 2025 FDD Document
vision supersedes any other term of any document executed in connection with the franchise.
ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MINNESOTA
In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the Franchise Disclosure Document for Buns on Fire, for use in the State of Minnesota shall be amended to include the following:
- Item 13, "Trademarks," shall be amended by the addition of the following paragraph at the end of the Item:
Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), we are required to protect any rights which you have to use our proprietary marks.
- Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following paragraphs:
With respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a franchisee be given ninety (90) days' notice of termination (with sixty (60) days to cure) and one hundred eighty (180) days' notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.
Pursuant to Minn. Rule 2860.4400D, any general release of claims that you or a transferor may have against us or our shareholders, directors, employees and agents, including without limitation claims arising under federal, state, and local laws and regulations shall exclude claims you or a transferor may have under the Minnesota Franchise Law and the Rules and Regulations promulgated thereunder by the Commissioner of Commerce.
Minn. Stat. § 80C.21 and Minn. Rule 2860.4400(J) prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes.
Source: Item 23 — RECEIPTS (FDD pages 49–200)
What This Means (2025 FDD)
According to the 2025 Buns On Fire Franchise Disclosure Document, the addendum for Minnesota franchise agreements includes a provision that protects franchisees from waiving certain rights. Specifically, any statement, questionnaire, or acknowledgment signed by a franchisee in connection with starting the franchise cannot waive claims under Minnesota franchise law, including claims of fraud in the inducement. This also prevents franchisees from disclaiming reliance on statements made by Buns On Fire or its representatives. This protection is explicitly stated to supersede any other conflicting terms in any document related to the franchise agreement.
In practical terms, this means that Buns On Fire franchisees in Minnesota are safeguarded against unknowingly or unintentionally giving up their legal rights under state franchise laws when they sign documents at the beginning of their franchise relationship. This provision is designed to ensure that franchisees can pursue legal claims, such as those related to misleading information provided during the franchise sales process, without being barred by waivers or disclaimers they may have signed.
However, the FDD excerpt does not specifically address whether Buns On Fire can require a franchisee to consent to judgment notes. While the addendum protects against waiving certain claims, it does not explicitly prohibit the use of judgment notes. A judgment note typically involves a franchisee consenting in advance to a judgment against them under certain conditions, which could potentially conflict with the protections offered by the Minnesota addendum if it effectively waives rights or disclaims reliance on statements.
Therefore, a prospective Buns On Fire franchisee in Minnesota should seek clarification from the franchisor and legal counsel on whether the franchise agreement includes any requirements to consent to judgment notes and how those notes interact with the protections provided by Minnesota franchise law. It would be prudent to understand the circumstances under which such notes could be enforced and whether they could potentially waive or limit the franchisee's rights under Minnesota law.