Can the Cool Binz Franchise Disclosure Document or agreements reduce a franchisee's rights to any procedure, forum, or remedies provided by Minnesota law?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. 80C.01 through 80C.22, and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rule 2860.0100 through 2860.9930, the parties to the attached Cool Binz International, LLC Franchise Agreement (the "Agreement") agree as follows:
Background. We and you are parties to that certain Franchise Agreement that has been executed concurrently with the execution of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Agreement.
This Rider is being executed because (a) the offer or sale of the franchise for the COOL BINZ 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.
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 (i) 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 (ii) consent to the transfer of the franchise will not be unreasonable 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.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, several provisions address the rights of franchisees operating in Minnesota. Specifically, the document acknowledges Minnesota's franchise laws and states that it is a rider to the franchise agreement, which is executed concurrently. This rider applies if the franchise offer or sale was made in Minnesota, the franchisee will operate in Minnesota, or the franchisee is a resident of Minnesota.
The Cool Binz agreement includes stipulations to protect the franchisee's rights to use the franchisor's proprietary rights, such as trademarks, and provides indemnification against losses arising from claims related to the use of the name, as required by Minnesota law. Additionally, the agreement states that Cool Binz will comply with Minnesota law regarding termination and non-renewal notices, ensuring franchisees receive the legally mandated notice periods and that consent to franchise transfers will not be unreasonably withheld.
Furthermore, the Cool Binz Franchise Disclosure Document explicitly states that the waiver of a jury trial is prohibited under Minnesota Rule 2860.4400J. The inclusion of these specific protections suggests that Cool Binz aims to ensure that franchisees operating in Minnesota retain their rights and remedies as provided by Minnesota law, and that the franchise agreement does not override these protections.