For Circle K franchises in Minnesota, what is the effect of any clause in the Franchise Disclosure Document that contradicts Minnesota statutes?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
cting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- In all other respects, the Franchise Agreement will be construed and enforced according to its terms.
Franchisor: TMC Franchise Corporation
ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MINNESOTA
The following information applies to franchises and franchisees subject to Minnesota statutes and regulations:
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- Minnesota Statutes, Section 80C.21 and Minnesota Rules 2860.4400(J) prohibit the franchisor from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the franchisee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Franchise Disclosure Document or agreement(s) can abrogate or reduce (1) any of the franchisee's rights as provided for in Minnesota Statutes, Chapter 80C or (2) franchisee's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
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- With respect to franchises governed by Minnesota law, the franchisor will comply with Minnesota Statutes, Section 80C.14, Subd. 3-5, which require (except in certain specified cases) (1) that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non- renewal of the franchise agreement and (2) that consent to the transfer of the franchise will not be unreasonably withheld.
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- The franchisor will protect the franchisee's rights to use the trademarks, service marks, trade names, logotypes or other commercial symbols or indemnify the franchisee from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the name.
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- Minnesota considers it unfair to not protect the franchisee's right to use the trademarks. Refer to Minnesota Statues, Section 80C.12, Subd. 1(g).
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- Minnesota Rules 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general release.
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- The franchisee cannot consent to the franchisor obtaining injunctive relief. The franchisor may seek injunctive relief. See Minn. Rules 2860.4400J. Also, a court will determine if a bond is required.
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- The Limitations of Claims section must comply with Minnesota Statutes, Section 80C.17, Subd. 5.
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- NSF checks are governed by Minnesota Statute 604.113, which puts a cap of $30 on service charges.
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, several Minnesota statutes and rules protect franchisees. The Franchise Disclosure Document states that nothing within it or the franchise agreements can diminish a franchisee's rights under Minnesota Statutes Chapter 80C or their rights to procedures, forums, or remedies provided by Minnesota law. This means that if any clause in the Franchise Disclosure Document conflicts with Minnesota law, the state law will take precedence, ensuring the franchisee's rights are protected.
Specifically, Minnesota Statutes Section 80C.21 and Minnesota Rules 2860.4400(J) prevent Circle K from requiring franchisees to engage in litigation outside of Minnesota, waive jury trials, or consent to liquidated damages, termination penalties, or judgment notes. Additionally, Minnesota Rules 2860.4400(D) prohibits Circle K from requiring a franchisee to agree to a general release. Franchisees also cannot consent to Circle K obtaining injunctive relief, and the necessity of a bond will be determined by the court.
Furthermore, Circle K must comply with Minnesota Statutes Section 80C.14, Subd. 3-5, which mandates that franchisees receive 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal, except in specific cases. Consent to the transfer of the franchise cannot be unreasonably withheld. Circle K is also obligated to protect the franchisee's right to use trademarks and indemnify them from losses related to claims against the use of the Circle K name, as Minnesota considers it unfair to not protect these trademark rights under Minnesota Statutes, Section 80C.12, Subd. 1(g).
Finally, any statements or acknowledgments signed by the franchisee at the start of the franchise relationship cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Circle K or its representatives. This provision overrides any conflicting terms in any document related to the franchise. NSF check service charges are capped at $30, as governed by Minnesota Statute 604.113.