What is the effect of the Minnesota Rider on the Dryject Franchise Agreement's provisions regarding the franchisee's liabilities?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
nd 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.
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 significantly affects the franchisee's liabilities by providing additional protections and limitations. Specifically, it ensures that Dryject will protect the franchisee's right to use trademarks and trade names, and will indemnify the franchisee against losses, costs, or expenses from claims related to the use of the Dryject marks or trade name. This indemnification clause offers a crucial safeguard for franchisees against potential intellectual property disputes. Also, the Minnesota Rider ensures that no statement or acknowledgment signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Dryject. This provision strengthens the franchisee's ability to pursue legal remedies if necessary.
Furthermore, the Minnesota Rider addresses the fairness of certain contractual terms. It amends the agreement to prevent Dryject from requiring franchisees to waive their rights to a jury trial, or to consent to liquidated damages, termination penalties, or judgment notes. While an exclusive arbitration clause is permitted, the rider generally aims to ensure that franchisees retain their procedural and remedial rights under Minnesota law. The rider also clarifies that franchisees cannot waive their right to injunctive relief, although Dryject retains the right to seek such relief. This adjustment balances the franchisor's potential need for injunctive relief with the franchisee's rights.
Additionally, the Minnesota Rider includes provisions related to jurisdiction and the statute of limitations for claims. It prohibits Dryject from requiring litigation to occur outside of Minnesota and reinforces that nothing in the franchise agreement can reduce the franchisee's rights under Minnesota Statutes, Chapter 80C. The rider also specifies that Minn. Stat. § 80C.17, subdivision 5, limits the time frame for commencing legal action to within three years after the cause of action accrues. These stipulations collectively work to protect the Dryject franchisee's legal rights and limit potential liabilities within the bounds of Minnesota law.