What is the effect of the Minnesota Rider on the Dryject Franchise Agreement?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
reement Date"), and amends the Franchise Agreement dated, 20 | | | | (the | | | | "Agreement"), between DRYJECT MANAGEMENT, LLC | | | | (hereinafter referred to as | | | | "DryJect" or "Company"), with its principal office at | | | | 307 Lincoln Ave., Hatboro, PA | | | | 19040 | address | is | | and | | | | | | | | ("Franchise | | | | Owner"), | | | | whose | | | | mailing | | | | | | | | | | |
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- Precedence and Defined Terms. This Rider is an integral part of, and is incorporated into, the Agreement. Nevertheless, this Rider supersedes any inconsistent or conflicting provisions of the Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Agreement.
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- Renewal. Sub-section 6(f) of the Agreement is amended by deleting that Subsection in its entirety.
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- Deferral of Initial Fees. Sections 7(a) and 7(b) of the Franchise Agreement is amended by adding the following: All initial franchise fees shall be deferred until such time as the franchisee is open for business.
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- Commencement of Operations. Section 3 of the Agreement is amended by deleting the last sentence in its entirety and replacing it with the following:
"In the event Franchise Owner does not commence operating the Franchised Business within the time period set forth herein, this Agreement shall be deemed terminated, and the Initial Franchise Fee may be kept by the Company to reimburse itself for lost opportunity costs, costs and/or expenses."
- Termination. Section 32 of the Agreement is amended to add the following:
With respect to franchises governed by Minnesota Law, DryJect® will comply with Minn. Stat. Sec. 80c.14, subds. 3, 4, and 5, which require, except in certain specified cases, that Franchise Owner be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for nonrenewal of the franchise agreement and that consent to the transfer of the franchise will not be unreasonably withheld.
- Marks. Section 19 of the Agreement entitled "Marks" shall be supplemented by the addition of the following language:
"DryJect will protect Franchise Owner's right to use the trademarks, service marks, trade names, logotypes or other commercial symbols or indemnify Franchise Owner from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the name."
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- Waiver of Rights and Injunctive Relief. Under Minn. Rule 2860.4400J, the Agreement is amended to include that it shall be unfair and inequitable for any person to require a franchisee to waive his or her rights to a jury trial or waive rights to any procedure, forum, or remedies provided by the laws of the jurisdiction, or to consent to liquidated damages, termination procedures, or judgment notes; provided that the foregoing shall not bar an exclusive arbitration clause. Under Minn. Rule 2860.4400J, a franchisee cannot waive any rights or consent to the franchisor obtaining injunctive relief (although the franchisor may seek injunctive relief). Each reference in the Agreement to the phrase "Franchise Owner consents that DryJect is entitled to injunctive relief" or words of similar import shall be deleted and the phrase "DryJect may seek injunctive relief" shall be inserted in its place.
- 8. Jurisdiction. The following is added to Section 48:
Minn. Stat. Sec. 80C.,21 and Minn. Rules 2860.4400J prohibit DryJect from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the franchisee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the disclosure document or franchise agreement can abrogate or reduce any of Franchise Owner's rights as provided for in Minnesota Statutes, Chapter 80C, or Franchise Owner's rights to any procedure, forum or remedies provided for by the laws of the jurisdiction. Intending to be bound, DryJect signs and delivers this Rider in 2 counterparts effective on the Agreement Date, regardless of the actual date of signature.
- Limitation on Claims. The following is added to Section 40: Minn. Stat. § 80C.17, subdivision 5 prohibits any action commencing section more than three years after the cause of action accrues.
Each provision of this Agreement shall be effective only to the extent that the jurisdictional requirements of Minnesota law applicable to the provision are met independent of this Rider. This Rider shall have no force or effect if such jurisdictional requirements are not met. As to any state law described in this Rider that declares void or unenforceable any provision contained in the Agreement, DryJect reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action that Franchise Owner has initiated.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor,
franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
[signatures on the following page]
| "FRANCHISOR" |
|---|
| DRYJECT MANAGEMENT, LLC |
| BY: |
| OFFICE HELD: |
| "FRANCHISE OWNER" |
AMENDMENT TO DRYJECT MANAGEMENT, LLC FRANCHISE AGREEMENT REQUIRED BY THE STATE OF RHODE ISLAND
| (the "Agreement Date"), and amends the Franchise Agreement dated | , 20_ |
|---|---|
| (the "Agreement"), between DRYJECT MANAGEMENT, LLC | (the "Franchisor"), |
| and | |
| ("Franchisee"), whose mailing address is |
RHODE ISLAND LAW MODIFICATIONS
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- The Rhode Island Securities Division requires that certain provisions contained in franchise documents be amended to be consistent with Rhode Island law, including the Franchise Investment Act, R.I. Gen. Law. Ch. 395 Sec. 19-28.1-1 – 19-28.1-34. To the extent that the Agreement contains provisions that are inconsistent with the following, such provisions are hereby amended:
- a. If the Agreement requires litigation to be conducted in a forum other than the State of Rhode Island, the requirement is void under Rhode Island Franchise Investment Act Sec. 19-28.1-14.
- b. If the Agreement requires that it be governed by a state's law, other than the State of Rhode Island, to the extent that such law conflicts with Rhode Island Franchise Investment Act it is void under Sec. 19-28.1-14.
- c.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject Franchise Disclosure Document, the Minnesota Rider modifies the standard franchise agreement for franchisees operating in Minnesota. The Rider is an integral part of the agreement but takes precedence over any conflicting provisions. It addresses several key aspects of the franchise relationship to comply with Minnesota law.
Specifically, the Minnesota Rider impacts the renewal process by deleting subsection 6(f) of the original agreement. It also changes the payment schedule for initial franchise fees, deferring them until the franchisee is open for business. The Rider modifies Section 3 of the agreement, regarding the commencement of operations, stating that the company may keep the initial franchise fee if the franchisee does not commence operations in the set time period to cover lost opportunity costs and expenses.
Furthermore, the Rider ensures Dryject complies with Minnesota law regarding termination and non-renewal notices, providing the franchisee with 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal, except in certain specified cases. It also protects the franchisee's right to use Dryject's trademarks and provides indemnification against losses arising from claims related to the use of the name. The Rider also addresses waivers of rights, stating that it is unfair to require a franchisee to waive their rights to a jury trial or other legal procedures, although an exclusive arbitration clause is permitted.
Finally, the Minnesota Rider includes provisions related to jurisdiction and limitations on claims, ensuring that Dryject cannot require litigation outside of Minnesota or require waivers of jury trials, liquidated damages, or termination penalties. It also sets a three-year limit for commencing actions after the cause of action accrues, as per Minnesota law. The Rider also states that any release signed as a condition of renewal or transfer will not apply to any claims under the Minnesota Franchise Act.