Under what condition is each provision of the Minnesota Amendment for Floors To Go effective?
Floors_To_Go Franchise · 2025 FDDAnswer from 2025 FDD Document
livered this Michigan Amendment to the to be effective on the day and year executed by Floors To Go, LLC below.
| Years Ended December 31, 2024 and 2023 | Financial Statements | |---|---|
Exhibit B-6
Minnesota Amendment
In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the parties to the attached Membership Agreement (the "Agreement") agree as follows:
- The first sentence of Section 4.11 of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:
We shall protect and maintain all rights to the name and mark "Floors To Go" and all related names, marks, or logos against encroachment, misuse, or unauthorized use and against challenges to any rights of your use, to the extent required by Minnesota Statutes §80C.12, Subd. 1(g).
- The first sentence of Section 4.12 of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:
We shall indemnify you against any claims for infringement arising out of your use of the FTG Marks as authorized herein, to the extent required by Minnesota Statutes §80C.12, Subd. 1(g).
- The second sentence of Section 9.3(e) of the Agreement shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:
In such an event, we may seek a temporary, preliminary and/or permanent injunction.
4.
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 modifies certain sections of the standard franchise agreement to comply with Minnesota law. Specifically, the amendment addresses Floors To Go's obligations regarding the "Floors To Go" name and marks, indemnification of the franchisee against infringement claims, and the availability of injunctive relief. It also removes Section 16.3 of the agreement entirely. These modifications are made in recognition of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01 through 80C.22, and the rules promulgated by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930.
Each provision within the Minnesota Amendment is explicitly conditional. The amendment states that each provision becomes effective only to the extent that the jurisdictional requirements of Minnesota's Franchise Act are independently satisfied, without relying on the amendment itself. This means that the underlying legal basis for each modification must exist independently under Minnesota law for that specific provision to take effect.
For a prospective Floors To Go franchisee in Minnesota, this conditionality is important. It means that the protections and modifications provided by the amendment are not guaranteed simply by the existence of the amendment itself. Instead, the franchisee must ensure that the specific circumstances and legal requirements of Minnesota law support the application of each provision. This may require consulting with legal counsel to verify that the intended benefits of the amendment are actually enforceable in their particular situation. Floors To Go franchisees should seek legal counsel to fully understand their rights and obligations under Minnesota law.