Does the Kitchen Solvers Minnesota addendum supersede any conflicting terms in the Franchise Agreement?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the date
ADDENDUM TO KITCHEN SOLVERS® FRANCHISE AGREEMENT FOR THE STATE OF MINNESOTA
This Addendum pertains to franchises sold in the State of Minnesota and is for the purpose of complying with Minnesota statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement is amended as follows:
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- We will undertake the defense of any claim of infringement by third parties involving the KITCHEN SOLVERS mark, and you will cooperate with the defense in any reasonable manner prescribed by us with any direct cost of such cooperation to be borne by us.
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- Minnesota law provides franchisees with certain termination and nonrenewal rights. As of the date of this Franchise Agreement, Minn. Stat. Sec. 80C.14, Subd. 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 for nonrenewal of the franchise agreement.
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- Minn. Stat. § 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the disclosure document 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 the jurisdiction. Therefore, the fourth and fifth sentences of Subparagraph 16.I are hereby deleted in their entirety.
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- Subparagraph 16.K is hereby deleted in its entirety.
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- The second sentence of Subparagraph 13.B of the Agreement is deleted in its entirety and will have no further force and effect and the following is substituted in lieu thereof:
Therefore, it is mutually agreed that in the event of a breach or threatened breach of any of the terms of this Agreement the other party will forthwith be entitled to seek an injunction restraining such breach and/or to a decree of specific performance, without showing or proving any actual damage, together with recovery of reasonable attorneys' fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made by the arbitrators.
Source: Item 23 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
According to the 2025 Kitchen Solvers Franchise Disclosure Document, the addendum to the franchise agreement for the state of Minnesota is designed to comply with Minnesota statutes and regulations. The addendum explicitly states that its provisions amend the franchise agreement, overriding any conflicting terms.
This means that if any part of the standard Kitchen Solvers franchise agreement clashes with the Minnesota addendum, the terms of the addendum will take precedence. This ensures that the franchise operation within Minnesota adheres to state laws and regulations.
Specifically, the Minnesota addendum addresses areas such as the defense of infringement claims involving the Kitchen Solvers mark, franchisee termination and nonrenewal rights as per Minnesota law, and restrictions on requiring litigation to be conducted outside of Minnesota. It also modifies clauses related to injunctive relief and specific performance in cases of breach or threatened breach of the agreement. Furthermore, any franchisee acknowledgement that waives claims under Minnesota law is superseded by the addendum.