Under Minnesota law, can Cool Binz unreasonably withhold consent to the transfer of a franchise?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, Minnesota law addresses the franchisor's ability to withhold consent for franchise transfers. Specifically, for franchises governed by Minnesota law, Cool Binz must comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4, and 5. These statutes stipulate that consent to the transfer of a franchise will not be unreasonably withheld. This provision is designed to protect franchisees from arbitrary denials of transfer requests.
This means that if a Cool Binz franchisee in Minnesota wants to sell their franchise to a qualified buyer, Cool Binz cannot unreasonably prevent the sale. The franchisor must have legitimate, justifiable reasons for withholding consent. This protection is embedded directly within the Minnesota Franchise Act to ensure fair dealing between franchisors and franchisees.
However, Cool Binz does outline several conditions that must be met for a transfer to be approved. These conditions include the franchisee being in full compliance with all agreements, the transferee demonstrating sufficient business experience and financial resources, and the signing of a general release. While Cool Binz cannot unreasonably withhold consent, franchisees must still meet the franchisor's reasonable requirements for a transfer to proceed.