Minn. Stat. § 80C.17

Dunn v. National Beverage Corp. · 2008 4 citations

+ 4 more citations in this opinion.

Hughes v. Sinclair Marketing, Inc. · 1986 3 citations

+ 3 more citations in this opinion.

Clapp v. Peterson · 1982 2 citations

Chapter 80C was adopted in 1973 as remedial legislation designed to protect potential franchises within Minnesota from unfair contracts and other prevalent and previously unregulated abuses in a growing national franchise industry. Martin Investors, Inc. v. Vander Bie, 269 N.W.2d 868 (Minn.1978). Chapter 80C seeks to protect potential franchisees by requiring any person offering or selling a franchise within the state to register with the Commissioner of Securities a proposed public offering statement making full disclosure of all facts required by statute or rules of the commissioner. See §§ 80C.04 (1980) and 80C.06 (1980). It is conceded that respondent is in violation of Minn. Stat. § 80C.06, subd. 5 (1980). 1 Respondent accepted the $3,000 payment and appellant executed the agreement on the same day as the presentation of the public offering statement rather than giving appellant seven days to consider the documents as required by § 80C.06, subd. 5. Appellant seeks to rescind the franchise agreement pursuant to Minn. Stat. § 80C.17, subd. 1 (1980). 2 Respondent claims that because appellant operated the business under the license and franchise agreement for more than 22 months he is estopped from rescinding the agreement.

Chapter 80C was adopted in 1973 as remedial legislation designed to protect potential franchises within Minnesota from unfair contracts and other prevalent and previously unregulated abuses in a growing national franchise industry. Martin Investors, Inc. v. Vander Bie, 269 N.W.2d 868 (Minn.1978). Chapter 80C seeks to protect potential franchisees by requiring any person offering or selling a franchise within the state to register with the Commissioner of Securities a proposed public offering statement making full disclosure of all facts required by statute or rules of the commissioner. See §§ 80C.04 (1980) and 80C.06 (1980). It is conceded that respondent is in violation of Minn. Stat. § 80C.06, subd. 5 (1980). 1 Respondent accepted the $3,000 payment and appellant executed the agreement on the same day as the presentation of the public offering statement rather than giving appellant seven days to consider the documents as required by § 80C.06, subd. 5. Appellant seeks to rescind the franchise agreement pursuant to Minn. Stat. § 80C.17, subd. 1 (1980). 2 Respondent claims that because appellant operated the business under the license and franchise agreement for more than 22 months he is estopped from rescinding the agreement.

Nauman v. J's Restaurants International, Inc. · 1982 1 citation

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Chase Manhattan Bank, N.A. v. Clusiau Sales & Rental, Inc. · 1981 1 citation

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Dunn v. National Beverage Corp. · 2007 5 citations

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Upper Midwest Sales Co. v. Ecolab, Inc. · 1998 1 citation

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Pacific Equipment & Irrigation, Inc. v. Toro Co. · 1994 14 citations

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Avery v. Solargizer International, Inc. · 1988 5 citations

Violation of § 80C.06 may entitle a franchisee to damages, rescission, or other appropriate relief. Minn. Stat. § 80C.17, subd. 1 (1978). Not only the corporation, but also any executive officer, director, or person occupying a similar status or performing similar functions, and all employees who materially aid in the act or transaction are jointly and severally liable, unless they had no knowledge of or reasonable grounds to know of the facts giving rise to the alleged liability. Minn. Stat. § 80C.17, subd. 2 (1978).

Violation of § 80C.06 may entitle a franchisee to damages, rescission, or other appropriate relief. Minn. Stat. § 80C.17, subd. 1 (1978). Not only the corporation, but also any executive officer, director, or person occupying a similar status or performing similar functions, and all employees who materially aid in the act or transaction are jointly and severally liable, unless they had no knowledge of or reasonable grounds to know of the facts giving rise to the alleged liability. Minn. Stat. § 80C.17, subd. 2 (1978).

Violation of § 80C.06 may entitle a franchisee to damages, rescission, or other appropriate relief. Minn. Stat. § 80C.17, subd. 1 (1978). Not only the corporation, but also any executive officer, director, or person occupying a similar status or performing similar functions, and all employees who materially aid in the act or transaction are jointly and severally liable, unless they had no knowledge of or reasonable grounds to know of the facts giving rise to the alleged liability. Minn. Stat. § 80C.17, subd. 2 (1978).

+ 2 more citations in this opinion.

Hughes v. Sinclair Marketing, Inc. · 1986 2 citations

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Noble v. C.E.D.O., Inc. · 1985 3 citations

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Ellering v. Sellstate Realty Systems Network, Inc. · 2011 2 citations

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Randall v. Lady of America Franchise Corp. · 2007 4 citations

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Berglund v. Cynosure, Inc. · 2007 2 citations

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Bores v. Domino's Pizza LLC · 2007 2 citations

Moreover, although not argued by Domino’s, the Court concludes that this analysis is equally applicable to Plaintiffs’ remaining claims for fraud (Count II) and breach of the Minnesota Franchise Act (Count V). 8 In the former, Plaintiffs allege that they were fraudulently induced to sign the Franchise Agreements. (See infra at 20-21.) Because only the corporate Plaintiffs signed those Agreements, however, they are the only entities that could have been “induced” to sign them. As to the latter claims, only a “franchisee” may seek relief under the Minnesota Franchise Act. See Minn. Stat. § 80C.17, subd. I. Here, only the corporate Plaintiffs are franchisees under the Act. See Minn. Stat. § 80C.01, subd. 5. Hence, only they may sue for violations of the Act.

Moreover, although not argued by Domino’s, the Court concludes that this analysis is equally applicable to Plaintiffs’ remaining claims for fraud (Count II) and breach of the Minnesota Franchise Act (Count V). 8 In the former, Plaintiffs allege that they were fraudulently induced to sign the Franchise Agreements. (See infra at 20-21.) Because only the corporate Plaintiffs signed those Agreements, however, they are the only entities that could have been “induced” to sign them. As to the latter claims, only a “franchisee” may seek relief under the Minnesota Franchise Act. See Minn. Stat. § 80C.17, subd. I. Here, only the corporate Plaintiffs are franchisees under the Act. See Minn. Stat. § 80C.01, subd. 5. Hence, only they may sue for violations of the Act.

Twin Cities Galleries, LLC v. Media Arts Group, Inc. · 2006 2 citations

+ 2 more citations in this opinion.