How might RCW 19.100.180 affect the Stretch Zone franchise agreement regarding termination and renewal?
Stretch_Zone Franchise · 2025 FDDAnswer from 2025 FDD Document
MINNESOTA ADDENDUM TO AREA DEVELOPMENT AGREEMENT
This Addendum to Area Development Agreement is signed on between Stretch Zone Franchising, LLC, a Florida limited liability company ("us" 'we" and "our") and ("you" or "your") to amend the Area Development Agreement as follows: 2. Section 3.1 of the Area Development Agreement is amended as follows:
Section 3.1 Development Fee
In addition, all Development Fees and initial payments by Developers shall be deferred until the first Franchise under the Area Development Agreement opens.
The Commissioner of Commerce for the State of Minnesota requires that certain provisions contained in the Area Development Agreement be amended to be consistent with the Minnesota Franchise Act, Minn.
Stat. §§ 80.01 et seq.,(the "Minnesota Franchise Act") and of the Rules and Regulations promulgated under the Minnesota Franchise Act.
To the extent that the Area Development Agreement contains provisions that are inconsistent with the following, the provisions are amended:
- (a) Minnesota Statutes, Section 80C.21 and Minnesota Rules 2860.4400(J) prohibit the Franchisor from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the Developer to consent to liquidated damages, termination penalties or judgment notes.
In addition, nothing in the Franchise Disclosure Document or agreement(s) can abrogate or reduce (1) any of the Developer's rights as provided for in Minnesota Statutes, Chapter 80C or (2) the Developer's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
- (b) With respect to Franchises governed by Minnesota law, the Franchisor will comply with Minnesota Statutes, Section 80C.14, Subd. 3-5, which requires (except in certain specified cases) (1) that a Developer be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the Area Development Agreement and (2) that the consent to the transfer of the Development Rights will not be unreasonably withheld.
Source: Item 8 — Receipts. Any sale made must be in compliance with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.), which describes the time period a Franchise Disclosure Document (offering prospectus) must be provided to a prospective franchisee before a sale may be made. New York law requires a franchisor to provide the Franchise Disclosure Document at the earliest of the first personal meeting or ten (10) business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship. (FDD pages 99–263)
What This Means (2025 FDD)
Based on the 2025 Stretch Zone Franchise Disclosure Document, the Minnesota Addendum to the Area Development Agreement addresses the impact of state franchise laws on the agreement. Specifically, it notes that the Commissioner of Commerce for the State of Minnesota requires certain provisions to be amended to align with the Minnesota Franchise Act, Minn. Stat. §§ 80.01 et seq. This indicates that franchise agreements are subject to state laws, which may modify or supersede certain terms.
For franchisees in Minnesota, certain protections are in place. The addendum states that provisions requiring litigation outside Minnesota, waiver of a jury trial, or consent to liquidated damages, termination penalties, or judgment notes are prohibited. Furthermore, the agreement cannot reduce any of the developer's rights as provided by Minnesota Statutes, Chapter 80C, or their rights to procedures, forums, or remedies provided by the laws of the jurisdiction.
Regarding termination and renewal, Stretch Zone will comply with Minnesota Statutes, Section 80C.14, Subd. 3-5 for franchises governed by Minnesota law. This statute generally requires that a developer be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the Area Development Agreement. Additionally, consent to the transfer of development rights will not be unreasonably withheld. While this excerpt specifically discusses Minnesota law, it highlights the broader principle that state laws like RCW 19.100.180 can significantly influence the terms of franchise agreements, particularly concerning termination and renewal rights.
Prospective Stretch Zone franchisees should be aware that the enforceability and interpretation of specific clauses within their franchise agreement may vary depending on the state in which they operate. It is essential to consult with legal counsel to understand how local franchise laws, such as RCW 19.100.180 in Washington, might affect their rights and obligations under the agreement.