What state's laws govern the Cool Binz Personal Guaranty?
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, cost
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the franchise agreement includes a rider to address the requirements of Minnesota franchise law. Specifically, the rider acknowledges Minnesota Statutes 80C.01 through 80C.22 and Minnesota Rules 2860.0100 through 2860.9930, which are the laws and regulations promulgated by the Minnesota Commissioner of Commerce.
This rider is applicable if the offer or sale of the Cool Binz franchise occurred in Minnesota, if the franchisee will operate the franchise in Minnesota, or if the franchisee is a resident of Minnesota. The rider explicitly states that it is annexed to and forms part of the franchise agreement, indicating its legal significance in governing the relationship between Cool Binz and the franchisee under these circumstances.
For a prospective Cool Binz franchisee, this means that if they are based in Minnesota or the franchise was sold there, certain provisions of the franchise agreement will be interpreted and governed by Minnesota franchise law. This could affect the franchisee's rights and obligations, particularly concerning the use of Cool Binz's proprietary rights and trademarks, as the agreement stipulates that Cool Binz must protect the franchisee's right to use these and indemnify them from any related losses or costs.