Can the Kidokinetics FDD or Franchise Agreement for Minnesota franchises reduce a franchisee's rights under Minnesota Statutes, Chapter 80C?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
Despite anything to the contrary in the Franchise Agreement, the following provisions will supersede and apply to all Franchises offered and sold in the State of Minnesota:
Any provision in the Franchise Agreement which would require you to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22 will be void to the extent that such contractual provision violates such law.
Minnesota Statute Section 80C.21 and Minnesota Rule 2860.4400J prohibit the franchisor from requiring litigation to be conducted outside of Minnesota.
In addition, nothing in the FDD or Franchise 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 for by the laws of Minnesota.
Minn.
Rule Part 2860.4400J prohibits a franchisee from waiving his rights to a jury trial or waiving his rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes.
Any provision in the Franchise Agreement which would require you to waive your rights to any procedure, forum or remedies provided for by the laws of the State of Minnesota is deleted from any agreement relating to Franchises offered and sold in the State of Minnesota; provided, however, that this paragraph will not affect the obligation in the Franchise Agreement relating to arbitration.
With respect to Franchises governed by Minnesota law, we will comply with Minnesota Statute Section 80C.14, Subds. 3, 4 and 5, which require, except in certain specified cases, that you be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the Franchise Agreement; and that consent to the transfer of the Franchise will not be unreasonably withheld.
Item 13 of the FDD is hereby amended to state that we will protect your rights under the Franchise Agreement to use the Marks, or indemnify you from any loss, costs, or expenses arising out of any third-party claim, suit or demand regarding your use of the Marks, if your use of the Marks is in compliance with the provisions of the Franchise Agreement and our System standards.
Minnesota Rule 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general release.
As a result, the FDD and the Franchise Agreement, which require you to sign a general release prior to renewing or transferring your Franchise, are hereby deleted from the Franchise Agreement, to the extent required by Minnesota law.
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- The following language will appear as a new paragraph of the Franchise Agreement:
- No Abrogation. Pursuant to Minnesota Statutes, Section 80C.21, nothing in the dispute resolution section of this Agreement will in any way abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80.C.
Source: Item 23 — RECEIPT (FDD pages 59–205)
What This Means (2024 FDD)
According to the 2024 Kidokinetics Franchise Disclosure Document, the FDD and Franchise Agreement cannot reduce a franchisee's rights under Minnesota Statutes, Chapter 80C. Specifically, several provisions are included to ensure compliance with Minnesota law. Any provision requiring a franchisee to release someone from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22, is void if it violates that law. The FDD also states that nothing in the dispute resolution section of the agreement can diminish a franchisee's rights under Minnesota Statutes, Chapter 80.C. Furthermore, the document explicitly states that nothing in the FDD or Franchise Agreement can reduce any rights provided under Minnesota Statutes, Chapter 80C, or any rights to procedures, forums, or remedies available under Minnesota law.
Minnesota Rule 2860.4400J prohibits Kidokinetics from requiring litigation to be conducted outside of Minnesota. This rule also prevents Kidokinetics from forcing a franchisee to waive their right to a jury trial, their rights to any procedure, forum, or remedies provided by Minnesota law, or from consenting to liquidated damages, termination penalties, or judgment notes. The Franchise Agreement is modified to remove any clauses that would require a franchisee to waive these rights, although the obligation to arbitrate remains unaffected.
Kidokinetics will also comply with Minnesota Statute Section 80C.14, Subds. 3, 4, and 5, which mandate that franchisees receive 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal, except in specific cases. Additionally, consent to the transfer of the franchise cannot be unreasonably withheld. The FDD also clarifies that Kidokinetics will protect a franchisee's rights to use the Marks under the Franchise Agreement and will indemnify them against losses arising from third-party claims related to the use of the Marks, provided the franchisee complies with the Franchise Agreement and System standards.
Finally, Minnesota Rule 2860.4400(D) prohibits Kidokinetics from requiring a franchisee to agree to a general release. Consequently, any requirement in the FDD or Franchise Agreement for a franchisee to sign a general release before renewing or transferring their franchise is deleted to the extent required by Minnesota law. These stipulations collectively ensure that the Kidokinetics franchise agreement adheres to Minnesota law and protects the rights of franchisees within the state.