Minnesota's Franchise Act Is a Disclosure Statute With a Termination Statute Hidden Inside It

Read the Minnesota Franchise Act front to back and your first impression is that it’s a securities statute wearing different clothes. Registration. A public offering statement. A commissioner who can deny, suspend, and revoke. Prohibited practices written in the language of Rule 10b-5. Criminal penalties for willful violations.

All of that’s real. Almost none of it is what walks into a lawyer’s office.

What walks in is a franchisee who got a letter. The letter says the franchise agreement is terminated, or that it won’t be renewed when the term runs out, or that the franchisor won’t consent to the sale the franchisee already negotiated. The franchise agreement says the franchisor may do exactly that. And the franchisee wants to know whether the agreement gets the last word.

In Minnesota, it doesn’t. Sitting in the middle of a disclosure statute, at Minn. Stat. § 80C.14, is a set of substantive limits on ending a franchise relationship, and no franchise agreement can contract around them.

First question: is it a franchise?

Everything in chapter 80C turns on this, and the definition isn’t intuitive. Minn. Stat. § 80C.01, subd. 4(a)(1), defines the core case in three cumulative elements. You need all three. The Minnesota Supreme Court put them compactly:

“Under Minnesota law, a franchise is an agreement: (1) by which the franchisee is granted the right to offer or distribute goods using the franchisor’s commercial symbol or related characteristics; (2) in which the parties have a community of interest in the marketing of goods or services; and (3) for which the franchisee pays a franchise fee.”

Current Technology Concepts, Inc. v. Irie Enterprises, Inc., 530 N.W.2d 539, 542 (Minn. 1995).

The statute itself runs a little longer, and the extra words matter. The grant is “the right to engage in the business of offering or distributing goods or services using the franchisor’s trade name, trademark, service mark, logotype, advertising, or other commercial symbol or related characteristics.” The community of interest is “in the marketing of goods or services at wholesale, retail, by lease, agreement, or otherwise.” And the fee is one the franchisee pays “directly or indirectly.” § 80C.01, subd. 4(a)(1)(i)–(iii).

Nobody has to call it a franchise. The definition reaches “a contract or agreement, either express or implied, whether oral or written, for a definite or indefinite period.” A reseller agreement, a distributorship, a dealer agreement, a licensing arrangement: the label on the document isn’t an element.

Three other ways into the statute sit in the same subdivision, and they’re easy to miss: motor vehicle fuel marketed at retail under the franchisor’s marks (§ 80C.01, subd. 4(a)(2)); certain business-opportunity sales of products, equipment, or services above $500 where the seller promises to find locations, promises to buy back what the purchaser produces, or guarantees income exceeding the price (subd. 4(a)(3)); and security-system manufacturers who require regular royalty or residual payments from dealers (subd. 4(a)(4)).

The franchise fee is where the fights happen

“Franchise fee” gets a broad definition at § 80C.01, subd. 9: “any fee or charge that a franchisee or subfranchisor is required to pay or agrees to pay for the right to enter into a business or to continue a business under a franchise agreement,” including lump sums, installments, “an initial capital investment fee,” percentage-of-sales charges “whether or not referred to as royalty fees,” “any payment for goods or services,” and training fees.

The exclusions are just as specific, and every one is built around the word bona fide: purchases of goods at a bona fide wholesale price; goods on consignment where the franchisee remits only the bona fide wholesale price; repayment of a bona fide loan; purchases at a bona fide retail price under a compensation plan that “in substance reflects only a bona fide wholesale transaction”; and purchases or leases of supplies, fixtures, or real property at fair market value. § 80C.01, subd. 9(a)–(f).

Irie shows how far the definition reaches. The parties signed two documents: a $125,000 purchase agreement for a software system, and a separate reseller agreement. One paragraph of the purchase agreement said the reseller agreement was “part of the consideration” for the purchase. The Supreme Court held the $125,000 was consideration for both promises, and therefore constituted “a ‘fee * * * that a franchisee * * * agrees to pay for the right to enter into a business’ under the Act.” 530 N.W.2d at 543. A payment that’s nominally for something else can still be the franchise fee.

And watch the paragraph letters

Section 80C.01, subd. 4, excludes several relationships outright, including any agreement “whereby the franchisee is required to pay less than $100 on an annual basis,” with a carve-out for motor vehicle fuel franchises. That exclusion sits at paragraph (c) of the current statute. In Irie, the Supreme Court analyzed the identical language as “subdivision 4(f)” — because that’s where it sat in the 1994 statutes. 530 N.W.2d at 544.

Cite the case for what it holds. Check the current paragraph letters before you cite the statute. The Court also wouldn’t read the exclusion broadly, noting that “[t]he Minnesota Franchise Act … is remedial legislation” and that “[w]e interpret exceptions contained within remedial legislation narrowly.” Id. at 543–44, 544.

Other exclusions in subdivision 4: businesses operated under a lease or license on the lessor’s premises and incidental to the lessor’s business — leased departments and concessions (paragraph (b)); new motor vehicle dealerships (paragraph (d), which routes those relationships to a different body of law); air carriers (paragraph (e)); and certain unbranded motor-fuel marketing arrangements (paragraphs (f) and (g)).

The disclosure half of the statute

On its face, the registration rule is absolute. “No person may offer or sell any franchise in this state unless there is an effective registration statement on file … or unless the franchise or transaction is exempted under section 80C.03.” § 80C.02. And on any coverage question, “the burden of proving an exemption or exception from a definition is upon the person claiming it.” § 80C.12, subd. 4.

The exemptions at § 80C.03 are narrow, and they come with conditions. The two you’ll see most: a franchisee’s resale of its own franchise, limited to one sale per franchisor in any 12 consecutive months and not effected by or through the franchisor (paragraph (a)); and a franchisor’s single sale in any 12 months, which is conditioned on no general advertising, on depositing all franchise fees in escrow with a Minnesota bank within two days of receipt until the franchisor’s pre-opening obligations are performed, and on written notice to the commissioner “no later than ten business days prior to the sale” (paragraph (e)). A “fractional franchise” — where the franchisee has been in that line of business more than two years and the parties anticipated the relationship would produce no more than 20% of the franchisee’s dollar sales volume — is also exempt. §§ 80C.03(f), 80C.01, subd. 18.

Chapter 80C reaches across state lines. Its provisions apply “when a sale or offer to sell is made in this state; when an offer to purchase is made and accepted in this state; or when the franchise is to be located in this state.” § 80C.19, subd. 1. A franchisor in another state that sells a Minnesota location is inside the Act.

The delivery deadline, and the federal one that overrides it

Section 80C.06, subd. 5, requires the seller, at its own expense, to give a prospective franchisee the current public offering statement plus “a copy of all proposed agreements relating to the sale of the franchise” at least seven days before the franchisee signs anything or pays anything, “whichever occurs first.” The franchisee keeps the statement. The seller gets a signed receipt and keeps it for three years.

For most franchise sales, seven days isn’t the number that controls. The FTC Franchise Rule makes it “an unfair or deceptive act or practice in violation of Section 5 of the Federal Trade Commission Act” for a franchisor “to fail to furnish a prospective franchisee with a copy of the franchisor’s current disclosure document … at least 14 calendar-days before the prospective franchisee signs a binding agreement with, or makes any payment to, the franchisor or an affiliate in connection with the proposed franchise sale.” 16 C.F.R. § 436.2(a). A separate seven-calendar-day period applies where the franchisor unilaterally and materially alters the agreements. § 436.2(b).

Minnesota saw the overlap coming: the commissioner “may by rule or order deem to be in full or partial compliance” with §§ 80C.04 and 80C.06 “any public offering or similar statement which complies with the requirements of any federal law or administrative rule or with the law of any other state requiring substantially the same disclosure of information as is required under sections 80C.01 to 80C.22.” § 80C.06, subd. 4.

The practical rule: fourteen days is the floor, and Minnesota’s seven-day period isn’t a safe harbor against it.

Section 80C.13 has the antifraud provisions: no untrue statements of material fact or material omissions in filings (subd. 1), the same standard for “any written or oral communication” used to offer or sell a franchise in Minnesota (subd. 2), and a ban on telling a prospect that a filing or registration means the commissioner passed on the merits (subd. 3).

The termination statute inside the disclosure statute

Now the part that matters when the letter shows up.

Section 80C.14 names a category, “unfair and inequitable” practices, and then fills it in twice: once by rule, and once in the statute itself.

Subdivision 1 makes it unlawful to “engage in any unfair or inequitable practice in contravention of such rules as the commissioner may adopt defining as to franchises the words ‘unfair and inequitable’” — and authorizes the commissioner to “specifically recognize classifications of franchises,” expressly including motor vehicle fuel, motor vehicle, hardware, “and franchises which require that the franchisee make an initial, unfinanced investment in excess of $200,000.”

Then subdivision 2 does the statutory work: “All franchise contracts or agreements, other than those classifications of franchises specifically recognized by the commissioner under subdivision 1, and any other device or practice of a franchisor must conform to subdivisions 3 and 4. It is an unfair and inequitable practice for a person to commit an act specified in subdivisions 3 to 5.”

Notice the carve-out in the middle of that sentence. Whether a particular franchise falls inside a classification the commissioner has “specifically recognized” is a threshold question. Motor fuel franchises in particular have their own sections, §§ 80C.144 through 80C.147, covering alternative compliance for exempt motor fuel franchises, a right of survivorship, a prohibition on eliminating service bays, and change of ownership.

Termination: 90 days, then 60 days to cure

Section 80C.14, subd. 3(a), sets a two-stage clock. No person may terminate or cancel a franchise unless:

“(i) that person has given written notice setting forth all the reasons for the termination or cancellation at least 90 days in advance of termination or cancellation, and (ii) the recipient of the notice fails to correct the reasons stated for termination or cancellation in the notice within 60 days of receipt of the notice”

Three exceptions make the notice “effective immediately upon receipt”: voluntary abandonment of the franchise relationship by the franchisee; conviction of the franchisee “of an offense directly related to the business conducted pursuant to the franchise”; and failure to cure a default “which materially impairs the good will associated with the franchisor’s trade name, trademark, service mark, logotype or other commercial symbol” after at least 24 hours’ written notice to cure.

Read clause (i) closely. The notice has to state all the reasons. A franchisor that terminates for reason A and then litigates reason B has a problem the franchise agreement can’t fix.

And there has to be good cause

Section 80C.14, subd. 3(b): “No person may terminate or cancel a franchise except for good cause. ‘Good cause’ means failure by the franchisee to substantially comply with the material and reasonable franchise requirements imposed by the franchisor,” including but not limited to the franchisee’s bankruptcy or insolvency; an assignment for the benefit of creditors or similar disposition of the franchise business’s assets; voluntary abandonment; conviction or a plea of guilty or no contest “to a charge of violating any law relating to the franchise business”; or conduct “which materially impairs the good will” associated with the franchisor’s marks.

That definition turns on what the franchisee did. A franchisor’s change of strategy, a decision to consolidate territories, a national refranchising program, or a better offer from someone else isn’t good cause under this definition, because none of them is a failure by the franchisee to comply with anything.

Nonrenewal: 180 days, plus a recoupment right

Nonrenewal gets its own rule, and it’s the more valuable of the two. Section 80C.14, subd. 4, provides that unless the failure to renew is for good cause as defined in subdivision 3(b) and the franchisee has failed to correct the reasons for termination, no person may fail to renew a franchise unless:

“(1) the franchisee has been given written notice of the intention not to renew at least 180 days in advance of the expiration of the franchise; and (2) the franchisee has been given an opportunity to operate the franchise over a sufficient period of time to enable the franchisee to recover the fair market value of the franchise as a going concern, as determined and measured from the date of the failure to renew.”

And a flat prohibition: “No franchisor may refuse to renew a franchise if the refusal is for the purpose of converting the franchisee’s business premises to an operation that will be owned by the franchisor for its own account.”

Clause (2) is unusual, and it’s underused. It isn’t a notice rule. It’s a recoupment right measured in going-concern value. That means the franchisee’s remedy for a bad nonrenewal isn’t limited to the 180 days of notice it should have gotten.

Transfer: consent may not be unreasonably withheld

Section 80C.14, subd. 5: “It is unfair and inequitable for a person to unreasonably withhold consent to an assignment, transfer, or sale of the franchise whenever the franchisee to be substituted meets the present qualifications and standards required of the franchisees of the particular franchisor.”

That qualifier cuts both ways. The proposed buyer has to meet the franchisor’s present standards. If it does, “we would rather own this location ourselves” isn’t a reason.

The commissioner’s rule goes further than the statute

Section 80C.14, subd. 1, delegates, and the commissioner took it up. Minn. R. 2860.4400 declares thirteen practices unfair and inequitable. It repeats the termination and nonrenewal rules, then adds items you won’t find anywhere in the statute:

• Item A — no restricting or inhibiting, “directly or indirectly, the free association among franchisees for any lawful purpose.” Franchisee associations are protected.
• Item C — no competing with the franchisee in, or granting competitive franchises in, an exclusive territory “if the terms of the franchise agreement provide that an exclusive territory has been specifically granted.”
• Item G — no imposing “any standard of conduct that is unreasonable.”
• Item I — no enforcing “any unreasonable covenant not to compete after the franchise relationship ceases to exist.”
• Item J — no requiring a franchisee “to waive his or her rights to a jury trial or to waive rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or to consent to liquidated damages, termination penalties, or judgment notes; provided that this part shall not bar an exclusive arbitration clause.”
• Item K — no security deposit “except for the purpose of securing against damage to property, equipment, inventory, or leaseholds.”
• Item L — no requiring or prohibiting changes in the franchisee’s management or personnel unless the people involved fail to meet the franchisor’s present qualifications and standards.

Item J is the one to read twice. Jury-trial waivers, forum selections, liquidated damages, and termination penalties are all named, and arbitration is expressly carved out. That exception does a lot of work in modern franchise agreements.

A remedy provision hiding in the definitional section

The last four sentences of § 80C.14, subd. 1, deserve their own heading:

“A violation of this section is enjoinable by a court of competent jurisdiction. Irreparable harm to the franchisee will be presumed if there is a violation of this section by a person who is required to register under section 80C.02, but who fails to do so.

A temporary injunction may be granted under this section without requiring the posting of any bond or security. A bond or security is required if a temporary restraining order is granted.“

An unregistered franchisor that commits an unfair practice hands the franchisee a presumption of irreparable harm, the element that usually sinks injunction motions. And the franchisee can get a temporary injunction without posting a bond.

A 2026 amendment to the registration grounds, already in force

Section 80C.12, subd. 1, the list of grounds on which the commissioner may deny, suspend, or revoke a registration, was amended by Laws 2026, ch. 124, art. 2, § 4. Two changes matter.

First, the paragraphs got renumbered. What were paragraphs (a) through (g) are now clauses (1) through (7). Six of them didn’t change in substance, but a citation to a lettered paragraph of subdivision 1 is now a citation to the prior version, and the published statutes may keep showing the letters for a while. The Revisor publishes the preceding edition with a banner flagging the pending change. If you’re citing this subdivision, work from the session law.

Second, and this one’s substantive, the person-related ground got wider. Former paragraph (d) reached a person identified in a public offering statement who had a qualifying conviction, civil judgment, or order, and its cross-references to § 80C.04 were loose. As amended, clause (4) ties each kind of history to its own clause of § 80C.04, subd. 1(e): a conviction or final civil judgment under clause (1), an order under clauses (2) to (4), and, new to this ground, a civil or criminal action still pending under clause (5). The second requirement didn’t change. The commissioner still has to show that history and that

the involvement of the person in the business of the applicant or franchisor creates a substantial risk to prospective franchisees.

That second requirement isn’t new. Former paragraph (d) carried the same words. A qualifying history alone was never enough on this ground, and it still isn’t. The question is what role that person actually plays in the business. What changed is which histories count. A principal facing a pending fraud or deceptive-practices case can now support action on this ground before any judgment, if that person’s involvement creates a substantial risk to prospective franchisees. For a prospective franchisee, that means a pending action disclosed in a public offering statement is now one of the histories this ground reaches.

On timing: article 2 of chapter 124 ends at § 4 and has no effective-date clause, so Minn. Stat. § 645.02 supplies the date. An ordinary act takes effect “on August 1 next following its final enactment, unless a different date is specified in the act.” But “[a]n appropriation act or an act having appropriation items … takes effect at the beginning of the first day of July next following its final enactment, unless a different date is specified in the act.” The governor signed chapter 124 on May 27, 2026, so under either default the amendment was in force by August 1, 2026.

Remedies: § 80C.17, and the clock on it

Section 80C.17, subd. 1, is broad: “A person who violates any provision of this chapter or any rule or order thereunder shall be liable to the franchisee or subfranchisor who may sue for damages caused thereby, for rescission, or other relief as the court may deem appropriate.”

Four things stand out:

• Rescission is a named remedy. You don’t have to build an equitable argument for it.
• Control persons are jointly and severally liable. “Every person who directly or indirectly controls a person liable under subdivision 1, every partner in a firm so liable, every principal executive officer or director of a corporation so liable, every person occupying a similar status or performing similar functions and every employee of a person so liable who materially aids in the act or transaction constituting the violation is also liable jointly and severally with and to the same extent as such person” — with an escape for a person who “had no knowledge of or reasonable grounds to know of the existence of the facts by reason of which the liability is alleged to exist.” Subd. 2.
• The plaintiff can recover fees and costs. A suit may be brought “to recover the actual damages sustained by the plaintiff together with costs and disbursements plus reasonable attorney’s fees.” Subd. 3. That’s one-way fee shifting in the franchisee’s favor, and it’s what makes a modest franchise case economically viable.
• The private right of action has limits. “Except as explicitly provided in this section, no civil liability in favor of any private party shall arise against any person by implication from or as a result of the violation of any provision of sections 80C.01 to 80C.22 or any rule or order thereunder.” But the section doesn’t displace other law: “Nothing herein shall limit any liability which may exist by virtue of any other statute or under common law if sections 80C.01 to 80C.22 were not in effect.” Subd. 4.

The limitations period is three years, and it runs from accrual. “No action may be commenced pursuant to this section more than three years after the cause of action accrues.” § 80C.17, subd. 5. That’s shorter than Minnesota’s general six-year period for contract and most statutory claims, and that’s the trap. A franchisee who spends two years negotiating with the franchisor before talking to a lawyer has burned two-thirds of the clock.

Public enforcement runs right alongside it. Violations of §§ 80C.02, 80C.06, 80C.09, 80C.13, or 80C.14 carry a civil fine “of not more than $2,000 for each violation,” imposed in an action brought by the attorney general; failure to comply with a final judgment or order carries up to $25,000. § 80C.16, subd. 2. Willful violations are criminal — “fined not more than $10,000 or imprisoned not more than five years, or both” — as is employing “any device, scheme or artifice to defraud in connection with the offer or sale of any franchise.” Subd. 3.

Section 80C.21: the clause that eats the other clauses

Everything above would be worth a lot less without this sentence:

“Any condition, stipulation or provision, including any choice of law provision, purporting to bind any person who, at the time of acquiring a franchise is a resident of this state, or, in the case of a partnership or corporation, organized or incorporated under the laws of this state, or purporting to bind a person acquiring any franchise to be operated in this state to waive compliance or which has the effect of waiving compliance with any provision of sections 80C.01 to 80C.22 or any rule or order thereunder is void.”

§ 80C.21. Look at how it’s built. It reaches two categories of person: someone who was a Minnesota resident or a Minnesota entity when the franchise was acquired, and anyone acquiring a franchise “to be operated in this state.” An out-of-state buyer of a Minnesota location is covered.

Look, too, at the phrase “or which has the effect of waiving compliance.” The clause doesn’t have to use the word “waive.” A choice-of-law clause selecting a state with no franchise-relationship law has the effect of waiving compliance, and § 80C.21 names choice-of-law provisions expressly. Minn. R. 2860.4400, item J, reaches forum and remedy waivers from the other direction.

There are two limits. Section 80C.21 voids the offending condition. By its terms, it isn’t a rule about which court hears the case. And the rule’s item J carve-out for “an exclusive arbitration clause” means arbitration agreements get treated differently from the other waivers in this area. Given how far federal arbitration law reaches, that difference has big consequences.

If you’re a franchisee

1. Test coverage before you argue the merits. Three elements under § 80C.01, subd. 4(a)(1): marks, community of interest, franchise fee. Look hard for an indirect fee: markups above bona fide wholesale, required purchases at other than fair market value, training charges, “marketing” assessments.
2. Date the letter, and count. Ninety days for termination with a 60-day cure right; 180 days for nonrenewal. § 80C.14, subds. 3–4.
3. Read the notice for what it doesn’t say. Reasons left out of a termination notice weren’t properly noticed, because subdivision 3(a)(i) requires “all the reasons.”
4. Ask whether the franchisor was registered. If it had to register and didn’t, § 80C.14, subd. 1, gives you a presumption of irreparable harm for a violation of that section, and a temporary injunction may be granted without a bond.
5. On nonrenewal, value the business. Subdivision 4(2) measures the franchisee’s entitlement in fair market value as a going concern.
6. Don’t let the three-year clock run while you negotiate. § 80C.17, subd. 5.
7. Ignore the choice-of-law clause until you’ve read § 80C.21. It may be void.

If you’re a franchisor selling in Minnesota

1. Register, or fit an exemption precisely. And remember that under § 80C.12, subd. 4, you carry the burden of proving the exemption.
2. Run the federal 14-day clock, not the Minnesota 7-day clock. 16 C.F.R. § 436.2(a).
3. Write termination notices that state every reason, and calendar the 60-day cure period from receipt.
4. Treat nonrenewal as the harder case. The 180-day notice is the easy part. The going-concern recoupment right in subdivision 4(2) isn’t.
5. Have a real, written, documented answer to a transfer request. “Unreasonably withhold” is the standard, and silence looks bad.
6. Audit the agreement against Minn. R. 2860.4400. Non-competes, jury waivers, forum clauses, liquidated damages, security deposits, and management-approval provisions are all named there.
7. Assume § 80C.21 will void the choice-of-law clause and draft the substantive terms so they survive Minnesota law.

The bigger point

Chapter 80C was built on a securities model. Register the offering, hand over the disclosure document, tell the truth, and let the buyer decide. On that model, everything after the sale is contract law.

But franchising isn’t a securities transaction. The investor can’t sell, can’t diversify, and can’t walk away. The whole investment is a single location running under someone else’s marks, under an agreement the franchisor drafted. Disclosure at the front end does nothing about the letter that shows up in year seven.

So the legislature did something the securities model doesn’t. It wrote relationship rules into a transaction statute: good cause, a 90-day notice, a 60-day cure, 180 days before nonrenewal, a right to recoup going-concern value, a limit on withholding consent to a sale. Then it made the whole package non-waivable and non-exportable.

That’s why the interesting part of chapter 80C isn’t the registration file at the Department of Commerce. It’s § 80C.14, and the fact that no franchise agreement in America can contract out of it for a Minnesota franchise.

Madgett Law, LLC represents Minnesota franchisees and franchisors in termination and nonrenewal disputes, transfer and consent fights, disclosure and registration claims, and the negotiated exits that resolve most of them. If you’ve gotten a termination or nonrenewal notice, or you’re selling franchises into Minnesota, send us a message or call 612-470-6529.

Related reading: the Minnesota contract terms that are void no matter what you signed, Minnesota’s consumer protection statutes and who actually gets paid under them, the map of Minnesota’s fee-shifting statutes, and how long you have to sue in Minnesota.

Sources: Minn. Stat. ch. 80C (Minnesota Franchise Act), including § 80C.01, subd. 4(a)(1)–(4) and (b)–(g) (definition of franchise and its exclusions, including the $100 annual-payment exclusion at paragraph (c)), subd. 9(a)–(f) (franchise fee and the bona fide exclusions), and subd. 18 (fractional franchise); § 80C.02 (registration requirement); § 80C.03(a), (e), (f) (exemptions); § 80C.06, subd. 4 (commissioner may deem federal or other-state disclosure compliant) and subd. 5 (seven-day delivery of the public offering statement and proposed agreements; signed receipt retained three years); § 80C.12, subd. 1 (grounds for denial, suspension, or revocation, as amended by Laws 2026, ch. 124, art. 2, § 4, renumbering paragraphs (a)–(g) as clauses (1)–(7) and, in clause (4), tying each qualifying history to a clause of § 80C.04, subd. 1(e) and adding pending actions under clause (5); the substantial-risk requirement carried over unchanged) and subd. 4 (burden of proving an exemption or exception is on the person claiming it); § 80C.13, subds. 1–3 (prohibited practices); § 80C.14 (unfair practices), subd. 1 (rulemaking delegation; recognized classifications; injunction; presumed irreparable harm where a person required to register under § 80C.02 fails to do so; temporary injunction without bond, bond required for a temporary restraining order), subd. 2 (conformity requirement and the carve-out for classifications specifically recognized by the commissioner), subd. 3(a)–(b) (90-day notice stating all reasons, 60-day cure, three immediate-effect exceptions, and the good-cause definition), subd. 4 (nonrenewal: 180-day notice, opportunity to recover fair market value as a going concern, and the prohibition on nonrenewal to convert the premises to a franchisor-owned operation), and subd. 5 (unreasonably withholding consent to transfer); §§ 80C.144–80C.147 (motor fuel franchises); § 80C.16, subds. 2–3 (civil fines in an action by the attorney general; criminal penalties); § 80C.17, subds. 1–5 (damages, rescission, and other relief; joint and several liability of control persons; costs and reasonable attorney’s fees; no implied private liability; three-year limitation running from accrual); § 80C.19, subd. 1 (scope, including franchises to be located in this state); and § 80C.21 (waivers void, including any choice of law provision). Minn. R. 2860.4400, items A–M (unfair and inequitable practices), adopted under the authority of Minn. Stat. §§ 45.023, 80C.14, and 80C.18. Federal: 16 C.F.R. § 436.2(a)–(b) (FTC Franchise Rule; 14 calendar days before signing or payment; seven calendar days for unilateral material alterations). Case: Current Technology Concepts, Inc. v. Irie Enterprises, Inc., 530 N.W.2d 539, 542–44 (Minn. 1995) (three-element statement of the Minnesota franchise definition; consideration for one promise may constitute the franchise fee for another; the Act is remedial legislation and its exceptions are interpreted narrowly). Minn. Stat. § 645.02 (effective date of laws). Statutory and rule text from the Minnesota Office of the Revisor of Statutes, and the text of Laws 2026, ch. 124, art. 2, § 4 from the Revisor’s published session law; the federal rule from the electronic Code of Federal Regulations; the opinion from the Caselaw Access Project scan of 530 N.W.2d. This article is general legal information about Minnesota law, not legal advice, and reading it does not create an attorney–client relationship. Whether chapter 80C applies to a particular relationship, and what remedies are available, depends on the agreements and the facts. No outcome is promised or implied.