A Minnesota franchise attorney can assist you with a broad range of legal services tailored to the specialized business relationship between franchisors and franchisees. A Minnesota franchise attorney can be instrumental when it comes to preparing and reviewing franchise agreements, entity formation, shareholder agreements, real estate leases, business contracts, intellectual property protection, franchise law compliance, and unfair business practices.

Minnesota and Federal Franchise Regulation:

Several states, including Minnesota, have adopted stringent franchise laws. Minnesota has adopted the Minnesota Franchise Act, Minnesota Statutes Chapter 80C, which provides special protection to franchisees. Under the Minnesota Franchise Act, the franchisor must register with the state.

Franchisors are also regulated by federal law. As of July 1, 2008, all franchisors must comply with the new Federal Trade Commission Franchise Rule. Thus, franchise documents should be brought into compliance with the new regulatory scheme. New franchisors must follow the amended rule when drafting their franchise documents. Franchisees should also become familiar with the new rule to determine its implications for your business.

How Can a Minnesota Franchise Attorney Help?

If you are thinking of entering into a franchise agreement within the State of Minnesota, you should retain a Minnesota franchise attorney.

  • A Minnesota franchise attorney can form your legal entity (e.g., S-Corporation or LLC) to provide you with a shield of limited liability.
  • A Minnesota franchise attorney can help you draft an appropriate shareholder agreement, buy-sell agreement, or partnership agreement if there will be multiple owners.
  • A Minnesota franchise attorney can analyze the proposed franchise agreement that you have received, explain what it means, and help negotiate changes in the most important areas before you sign anything.
  • A Minnesota franchise attorney can help research the franchisor’s track record, public disclosures, and history of litigation with franchisees so that you can decide whether you wish to be affiliated with the particular franchise.
  • A Minnesota franchise attorney can help negotiate and review your commercial real estate lease prior to commencing business operations.
  • A Minnesota franchise attorney can help prepare an employee handbook as well as employment agreements and non-compete agreements for your key employees.
  • A Minnesota franchise attorney can help you prepare and/or negotiate the terms of your standard business contracts with suppliers, vendors, and customers.
  • A Minnesota franchise attorney can help you negotiate or mediate business disputes with the franchisor, competitors, suppliers, or customers.
  • A Minnesota franchise attorney can provide guidance on multi-unit ownership (including the best strategies for ensuring limited liability and asset protection if one of the franchises fails).
  • A Minnesota franchise attorney can represent you in litigation, particularly if your franchisor has unlawfully modified the terms of your franchise agreement, is threatening not to renew your franchise agreement, or has improperly terminated the franchise agreement.

Deceptive Franchisor Tactics:

Purchasing and operating a franchise can be exciting, rewarding, successful, and lucrative. At the same time, operating a franchise can be very expensive and risky. To be successful, you will typically need to pay substantial up-front franchise fees, commit to a long-term real estate lease, and make substantial investments in equipment, supplies, and employee training. You should “watch out” if a franchisor engages in any of the following tactics:

  • The franchisor pressures you to sign the franchise agreement quickly.
  • The franchisor tells you not to seek the advice of an attorney before signing the franchise agreement.
  • The franchisor discourages you from talking to other franchisees before signing the franchise agreement.
  • The franchisor tells you that the franchise agreement is “standard boilerplate” and is not enforced in reality.

Other Minnesota Franchise Attorney Services:

In addition to the issues listed above, a Minnesota franchise attorney can provide legal advice and representation in a variety of franchise-related matters:

  • Drafting, negotiating, and reviewing franchise agreements
  • Preparing and filing Uniform Franchising Offering Circulars (UFOC)
  • Breach of contract related to the franchise agreement
  • Breach of the covenant of good faith and fair dealing
  • Breach of fiduciary duty litigation
  • Breach of Minnesota Franchise Act
  • Claims for fraudulent inducement, misrepresentation, and fraud
  • Wrongful termination or failure to renew franchise agreement
  • Violation of Minnesota and federal antitrust laws
  • Violation of Racketeering (RICO) laws
  • Breach of non-compete contracts
  • Unfair competition, dilution, deceptive trade practices, and trade disparagement
  • Tortious interference with contractual relations
  • Trademark infringement and protection
  • Copyright infringement and protection

Contact a Minnesota Franchise Attorney:

If you need legal representation as a franchisor or franchisee in the state of Minnesota, contact a Minnesota franchise attorney.


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