Under what state's laws will the Clear Pest Pros agreement be construed?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
This Rider is being executed because (a) the offer or sale of the franchise for the Clear Pest Pros franchise you will operate under the Agreement was made in the State of Minnesota and you will operate the Franchise in the State of Minnesota and/or (b) you are a resident of the State of Minnesota.
Minnesota Rules 2860.4400(G) prohibits a franchisor from imposing on a franchisee by contract or rule, whether written or oral, any standard of conduct that is unreasonable.
Marks. The following language is added at the end of Section 4 of the Agreement:
Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), we are required to protect any rights that you have to use our proprietary rights, including your right to use the trademarks, service marks, trade names, logotypes or other commercial symbols and indemnify the franchisee from any loss, costs, or expenses arising out of any claim, suite or demand regarding the use of the name.
Termination by Franchisor. The following language is added to Section 12.B of the Agreement:
With respect to franchises governed by Minnesota law, the franchisor 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 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the franchise agreement and that consent to the transfer of the franchise will not be unreasonably withheld. The franchisor will comply with Minnesota law in this respect in its performance of the franchise agreement and any ancillary agreements.
Waiver of Punitive Damages and Jury Trial. The following is added to Section 15.I, of the Agreement:
Minn. Rule 2860.4400J. prohibits the waiver of a jury trial.
Limitations of Claims. The Limitations of Claims section must comply with Minnesota Stat. § 80C.17, subd. 5.
Source: Item 22 — CONTRACTS (FDD pages 67–68)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, the Clear Pest Pros franchise agreement is subject to specific stipulations and modifications when the offer or sale of the franchise is made in Minnesota, or if the franchisee is a resident of Minnesota.
Specifically, Minnesota Rules 2860.4400(G) prohibits Clear Pest Pros from imposing unreasonable standards of conduct on franchisees via contract or rule. Additionally, Clear Pest Pros is required to protect the franchisee's rights to use proprietary rights, including trademarks, and indemnify the franchisee from losses related to the use of the name, as per Minnesota Statute Sec. 80C.12, Subd. 1(g).
Furthermore, with respect to franchises governed by Minnesota law, Clear Pest Pros must comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5, regarding notice of termination (90 days with 60 days to cure) and non-renewal (180 days), and ensure that consent to transfer is not unreasonably withheld. The agreement also acknowledges Minn. Rule 2860.4400J, which prohibits the waiver of a jury trial. The limitations of claims section must comply with Minnesota Stat. § 80C.17, subd. 5.
These stipulations indicate that while the agreement itself may be construed under a different state's laws, Minnesota law takes precedence on specific issues when the franchise is offered or operated in Minnesota, or when the franchisee is a resident of Minnesota. Therefore, prospective franchisees should consult with legal counsel to understand the full implications of these Minnesota-specific regulations.