In Minnesota, can a franchisee disclaim reliance on statements made by Dryject when commencing a franchise?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, Minnesota law protects franchisees from waiving certain rights. Specifically, any statement, questionnaire, or acknowledgment signed by a Dryject franchisee in connection with starting their franchise cannot disclaim reliance on statements made by Dryject, its sellers, or representatives. This protection extends to claims under state franchise law, including fraud in the inducement. This means that even if a franchisee signs a document suggesting they did not rely on the franchisor's statements, that document will not prevent them from later claiming they did rely on those statements if they believe they were misled. This provision takes precedence over any conflicting terms in other franchise documents.
This addendum to the Dryject franchise agreement ensures that franchisees in Minnesota retain their legal rights and remedies under state franchise law. It prevents Dryject from using contractual language to shield itself from liability for misrepresentations or fraudulent statements made during the franchise sales process. This protection is particularly important for prospective franchisees who may rely on the franchisor's representations about the potential profitability or success of the franchise.
For a prospective Dryject franchisee in Minnesota, this means that they can pursue legal action against Dryject if they believe they were induced to invest in the franchise based on false or misleading information, even if they signed documents that appear to disclaim reliance on those statements. This protection helps to level the playing field between franchisors and franchisees, ensuring that franchisees are not unfairly disadvantaged by contractual terms that limit their legal rights.
It is important to note that Minn. Stat. § 80C.17, subdivision 5, as referenced in the FDD, sets a three-year statute of limitations for commencing any action. This means a franchisee must bring any claims within three years after the cause of action accrues. Therefore, while franchisees are protected from disclaiming reliance, they must still act within the prescribed time frame to pursue any legal remedies.