What does the Minnesota Amendment supersede regarding Floors To Go franchise agreements?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.
(a) Item 17 Cross Reference and Summary Table.
THE FOLLOWING TABLE LISTS CERTAIN IMPORTANT PROVISIONS OF THE FRANCHISE AGREEMENT PERTAINING TO FRANCHISE TERMINATIONS, TRANSFERS, CHOICE OF FORUM AND CHOICE OF LAW WHICH MAY BE SUPERSEDED BY PROVISIONS OF THE MINNESOTA FRANCHISE ACT, MINNESOTA STATUTES §80C, SUBDS. 3, 4, AND 5, MINNESOTA STATUTES §80C.21 AND MINNESOTA RULE 2860.4400J.
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- Section 13 of the Agreement shall be supplemented by the addition of the following new Section 13.4, which shall be considered an integral part of the Agreement:
- 13.4 Termination and Non-Renewal Rights Under Minnesota Law.
The parties acknowledge that Minnesota law provides franchisees with certain termination and non-renewal rights and that Minnesota Statutes § 80C.14, Subds. 3, 4 and 5 require, except in certain specified cases, that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice of non-renewal of the Membership Agreement. To the extent that any provisions of Section 13 of the Membership Agreement are inconsistent therewith, the provisions and requirements of said Minnesota Law shall supersede Section 13.
- Section 16.2 of the Agreement shall be supplemented by the following provision which shall be considered an integral part of the Agreement:
Minnesota Statutes §80C.21 and Minnesota Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document or membership agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided by the laws of the jurisdiction, or your rights to consent to liquidated damages, termination penalties or judgment notes, or waiving your rights to a jury trial.
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- No statement, questionnaire, or acknowledgement 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 with the franchise.
Source: Item 23 — RECEIPTS (FDD pages 47–204)
What This Means (2025 FDD)
According to the 2025 Floors To Go Franchise Disclosure Document, the Minnesota Amendment addresses specific legal considerations for franchisees operating in Minnesota. The amendment ensures compliance with the Minnesota Franchise Act, and it stipulates that certain provisions of the standard franchise agreement are superseded by Minnesota law. Specifically, the table in Item 17 lists provisions related to franchise terminations, transfers, choice of forum, and choice of law that may be superseded by the Minnesota Franchise Act, Minnesota Statutes §80C, subds. 3, 4, and 5, Minnesota Statutes §80C.21 and Minnesota Rule 2860.4400J.
Several sections of the standard Floors To Go Membership Agreement are directly modified by the Minnesota Amendment. For example, the original language regarding the protection of the "Floors To Go" name and marks, the indemnification of the franchisee against infringement claims, the ability of Floors To Go to seek injunctions, and certain clauses in Section 11.1(b) are replaced with language that aligns with Minnesota Statutes §80C.12, Subd. 1(g).
Furthermore, the Minnesota Amendment explicitly states that Minnesota law provides franchisees with certain termination and non-renewal rights, requiring specific notice periods. To the extent that any provisions of Section 13 of the Membership Agreement are inconsistent with Minnesota Statutes § 80C.14, Subds. 3, 4 and 5, the Minnesota law takes precedence. The amendment also clarifies that Minnesota Statutes §80C.21 and Minnesota Rule 2860.4400J prohibit Floors To Go from requiring litigation to be conducted outside Minnesota and ensures that no part of the agreement reduces the franchisee's rights under Minnesota law, including the right to a jury trial.
Finally, the amendment includes a provision stating that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under Minnesota franchise law or disclaim reliance on statements made by Floors To Go. This provision supersedes any other conflicting terms in any document executed with the franchise, offering additional protection to the franchisee under Minnesota law.