In which state must the Cool Binz Franchise Agreement be executed?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
lict between the terms of this Rider and the terms of the Franchise Agreement, the terms of this Rider shall control and supersede the Franchise Agreement. Any terms not defined herein shall have the same meanings as in the Franchise Agreement and any references to sections and paragraphs refer to the sections and paragraphs of the Franchise Agreement unless stated otherwise.
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.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, the Franchise Agreement may need to be executed in either Minnesota or North Dakota, depending on the circumstances. If the offer or sale of the Cool Binz franchise was made in Minnesota, and the franchisee will operate there, or if the franchisee is a resident of Minnesota, then an addendum to the franchise agreement for use in Minnesota must be executed. Similarly, if the offer or sale of the franchise was made in North Dakota, or if the franchisee is a resident of North Dakota and will operate the business there, an addendum for use in North Dakota must be executed.
This means that prospective Cool Binz franchisees need to be aware of the specific state laws that govern their franchise agreement based on where the franchise was offered or sold and where they reside. The addenda for Minnesota and North Dakota alter certain terms of the standard franchise agreement to comply with those states' franchise laws. These alterations can cover areas such as franchisor's obligations to protect the franchisee's rights to use trademarks, termination and non-renewal conditions, and waivers of certain legal rights.
For a potential Cool Binz franchisee, this highlights the importance of understanding which state's laws apply to their franchise agreement and carefully reviewing any state-specific addenda. It also underscores the need to consult with a legal professional who is familiar with franchise law in the relevant state to ensure they fully understand their rights and obligations under the agreement. The FDD also mentions that New York and Michigan have specific requirements regarding the delivery of the Franchise Disclosure Document prior to the execution of the franchise agreement.