Does the Minnesota addendum to the Cream Area Development Agreement supersede any conflicting terms in the main agreement?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
The following provisions are annexed to and form part of this Area Development Agreement if and only if, and in such case to the extent that: (a) your franchised business will be operated wholly or partly in Minnesota; and/or (b) you are either a resident of, domiciled in, or actually present in Minnesota.
- The following is added to the end of Section 5 of the Area Development Agreement:
However, with respect to franchises governed by Minnesota law, we will comply with Minn. Stat. Sec. 80C.14, Subds 3, 4 and 5 which require, except in certain specified cases, that you be given 90 days' notice of termination (with 60 days to cure).
- The following is added to the end of Sections 4.B and 4.C(4) of the Area Development Agreement:
Any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the Minnesota Franchises Law.
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- The following is added to the end of Section 7.I of the Area Development Agreement: Notwithstanding the foregoing, a court will determine if a bond is required.
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- The following is added to the end of the first paragraph of Section 7.J of the Area Development Agreement:
- ; provided, however, that Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than 3 years after the cause of action accrues.
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- Notwithstanding anything to the contrary contained in the Area Development Agreement, Minn. Stat. Sec. 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring you to waive your rights to a jury trial or to waive your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction, or to consent to liquidated damages, termination penalties or judgment notes.
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, the Minnesota state-specific rider to the Area Development Agreement includes provisions that supersede the main agreement under certain conditions. Specifically, a clause within Exhibit E states that certain stipulations apply if the franchised business operates wholly or partly in Minnesota, or if the franchisee resides, is domiciled, or is present in Minnesota.
The rider modifies sections of the Area Development Agreement to align with Minnesota law. For instance, Cream must comply with Minnesota Statutes regarding termination notice, providing 90 days' notice with 60 days to cure, except in specific cases. Additionally, any release required for renewal or transfer will not apply if prohibited by Minnesota franchise law.
Furthermore, the Minnesota addendum explicitly prohibits Cream from requiring franchisees to waive their rights to a jury trial, procedural rights, or remedies provided by Minnesota law. It also restricts the use of liquidated damages, termination penalties, or judgment notes, ensuring that Minnesota franchisees retain their legal protections within the state. These stipulations take precedence over any conflicting terms in the main Area Development Agreement, offering additional protection to franchisees operating in Minnesota.