Does the Carbones Pizzeria franchise agreement require consent to personal jurisdiction in Minnesota courts?
Carbones_Pizzeria Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor and Franchisee (and Franchisee's owners and guarantors) each agree that if litigation is commenced, the sole forum for resolving disputes under this Agreement or any aspect of the relationship between the parties shall be the state and federal courts of Minnesota. Such actions shall be exclusively venued in the state or federal courts located in Ramsey County, Minnesota, and the parties waive any objections they may have to either the jurisdiction or the venue in such courts and hereby consent to personal jurisdiction and venue in such courts. The only exception to the foregoing shall be: (1) if the courts of Minnesota would have no jurisdiction over a named party in the litigation, and such party's involvement in the litigation is integral to the underlying claims and not principally for the purpose of circumventing the intent of the parties to name Minnesota as the exclusive venue for any actions, then the action may be venued in any court having jurisdiction over all the parties and a significant nexus to the parties; and (2) to the extent that either party believes it is necessary to seek injunctive relief against the other, the party seeking relief may initiate that action in the county in which the other party has its principal office (which in the case of an action against Franchisee, shall be the county in which Franchisee is domiciled, or the county in which the Restaurant is located).
Source: Item 23 — RECEIPTS (FDD pages 30–116)
What This Means (2025 FDD)
According to Carbones Pizzeria's 2025 Franchise Disclosure Document, the franchise agreement mandates that both the franchisor and franchisee consent to personal jurisdiction in the state and federal courts of Minnesota. Specifically, any litigation commenced under the agreement or concerning the relationship between the parties must be resolved in these Minnesota courts. Furthermore, these actions must be exclusively venued in the state or federal courts located in Ramsey County, Minnesota.
This requirement means that a Carbones Pizzeria franchisee consents to being sued in Minnesota, regardless of where their franchise is located. This could create additional costs and logistical challenges for franchisees located outside of Minnesota, as they would need to travel to Minnesota for any legal proceedings and potentially hire Minnesota-based counsel.
There are two exceptions to this venue requirement. First, if Minnesota courts lack jurisdiction over a party whose involvement is integral to the litigation, and not simply to circumvent the intent to have Minnesota as the exclusive venue, the action may be venued in a court with jurisdiction over all parties and a significant connection to them. Second, either party may seek injunctive relief in the county where the other party has its principal office, which for the franchisee is either their domicile or the location of the restaurant.