Are there different versions of the Cool Binz Franchise Agreement depending on the state?
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 22 — CONTRACTS (FDD pages 62–63)
What This Means (2025 FDD)
According to the 2025 Cool Binz FDD, the franchise agreement can be modified and is subject to state law. Specifically, the FDD includes a rider for franchisees in Minnesota to address specific requirements of Minnesota franchise law. This indicates that the standard Cool Binz franchise agreement is altered to comply with state-specific regulations.
For instance, the Minnesota rider includes stipulations about Cool Binz's obligation to protect the franchisee's right to use trademarks and provide indemnification, as required by Minnesota Statute Sec. 80C.12, Subd. 1(g). Additionally, it modifies the termination clauses in Section 12.B of the agreement to comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5, which mandate specific notice periods for termination and non-renewal, and addresses the reasonableness of consent for franchise transfers. The rider also notes that Minn. Rule 2860.4400J prohibits the waiver of a jury trial, affecting Section 15.I of the agreement.
These modifications suggest that prospective Cool Binz franchisees may encounter variations in their franchise agreements depending on the state in which they operate. This is a fairly common practice in franchising, as franchise laws vary considerably from state to state. Franchisees should carefully review their franchise agreement and any state-specific riders with legal counsel to understand their rights and obligations in their particular state.