Full opinion text
MEMORANDUM OPINION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT’S MOTION FOR SUMMARY JUDGMENT PATRICK J. SCHILTZ, District Judge. This matter is before the Court on the summary-judgment motion of defendant Lady of America Franchise Corporation (“Lady of America”). Lady of America asks the Court to enter judgment in its favor on all of plaintiffs’ claims against it and on its breach-of-contract counterclaims against plaintiffs. For the reasons that follow, the Court grants in part and denies in part Lady of America’s motion. I. BACKGROUND Lady of America is a Florida company that sells franchises for fitness centers marketed specifically to women. Larger fitness centers operate under the “Lady of America” name, while smaller centers use the name “Ladies Workout Express.” The market for women-only fitness centers was largely created by, and is still dominated by, the Curves brand. Plaintiffs in this case are disappointed current and former Lady of America franchisees. All of the plaintiffs opened Ladies Workout Express franchises in Minnesota. Most of the plaintiffs closed their franchises after finding them to be unprofitable. In the course of negotiating with Lady of America to become franchisees, all of the plaintiffs received a document called the “Uniform Franchise Offering Circular” (“UFOC”), which includes information that Lady of America is required to provide to prospective franchisees under state and federal franchise laws. All of the plaintiffs — with the possible exception of Deborah Randall — also entered into a franchise agreement with Lady of America. That contract governed the franchisor-franchisee relationship. Because the franchise agreements signed by the various plaintiffs were essentially identical, the Court will refer generally to “the franchise agreement.” Plaintiffs allege that Lady of America duped them into becoming franchisees by misleading them in various ways. Plaintiffs seek to have their franchise agreements rescinded, to be relieved of any obligations to Lady of America, and to recover compensatory damages from Lady of America. Plaintiffs have filed a “kitchen-sink” complaint, raising numerous claims under Minnesota and Florida law. For its part, Lady of America denies liability, and argues that it is the real injured party because plaintiffs failed to honor their obligations as franchisees. Lady of America’s defenses to all of plaintiffs’ claims rely heavily on the terms of the UFOC and the franchise agreement, and thus, before turning to the factual allegations underlying plaintiffs’ claims, the Court will set out the critical language from those two documents. The franchise agreement’s integration clause provides in relevant part: This Agreement, its exhibits and the Manual, as the Manual may be revised as permitted in this Agreement, comprise the entire agreement of the parties and supersede all prior representations and agreements with respect to its subject matter. No representations have been made to induce execution of this Agreement that are not included. The Agreement may not be amended or waived and no representations may be made by the Franchisor, except as stated in this Agreement or in writing-signed by the Franchisor’s President. Wright Aff. Ex. 1 at MIN0001531 [Docket No. 109], The last section of the franchise agreement, § 12.2 (entitled “Representations”), includes the following disclaimer: The franchisee and all persons signing with or for him or her acknowledge that they have conducted an independent investigation of the system and this business venture; this agreement involves a high degree of business and financial risk; and its success will be largely dependent on their ability as independent businesspersons, their financial strength and local market conditions. The franchisee has investigated his or her trade area and believes it will support the business venture. The franchisor expressly disclaims the making of, and the franchisee acknowledges that he or she has not received, any promises or representations, express or implied, orally, in writing or otherwise of assistance, expenses, benefits, sales volumes, profits, success or any other matter except as expressly made in this agreement or the franchisor’s franchise offering circular. If any promises or representations have been made, the franchisee must list them below. The franchisor is relying on the franchisee to see that all matters are included in writing in this agreement, if they are not, the franchisee will not be able to rely in any way on any promises or representations and the franchisor will not be bound by them. The franchisee acknowledges that the franchisee has had ample time to consult with advisors of his or her own choosing about the potential benefits and risks of this agreement and that he or she has read and understood it. Id. at MIN 0001533-34. In addition, Item 19 of the UFOC (entitled “Earnings Claims”) includes the following disclaimer of representations about franchisees’ potential success: We do not furnish or authorize [our] salespersons to furnish any oral or written information concerning the actual or potential sales, costs, income or profits of your Franchise. Actual results vary from Franchise to Franchise, and we cannot estimate the results of any particular franchise. Id. at MIN0001488. This type of “negative earnings claim” is contemplated under the rules governing UFOCs. See North American Securities Administrators Association, Uniform Franchise Offering Cir cular Guidelines — 1993 and Commentary, Item 19 — Earnings Claims, Bus. Franchise Guide (CCH) ¶ 5,771 (adopted April 25, 1993) (“An earnings claim made in connection with an offer of a franchise must be included in full in the offering circular and must have a reasonable basis at the time it is made. If no earnings claim is made, Item 19 of the offering circular must contain the negative disclosure prescribed in the instruction.”). As noted above, all franchisees received the UFOC, and all (save perhaps Randall) signed the franchise agreement. Selected facts alleged by each plaintiff are set forth below. A. David and Barbara Wright David Wright and his wife, Barbara Wright, began looking into opening a women-only fitness center in the summer of 2002. Wright Aff. ¶ 4. David contacted a Lady of America representative by telephone and was told that, if he was interested in becoming a franchisee, he would have to act quickly because Minnesota franchises were being bought up rapidly. Id. ¶¶ 4-5. In June 2002, David flew to Florida to attend “Discovery Day” — an event sponsored by Lady of America to inform and motivate potential franchisees. Id. ¶ 6. At Discovery Day, Lady of America’s Marketing Director, Jeff Green, told David that he could expect to have 125 to 150 members when his franchise opened, and eventually to make $22,000 per month in profits. Id. ¶ 8. Another Lady of America representative, Larry Sargent, told David that he could expect to sign up 100 to 150 members when opening a franchise, and to add 15 to 20 members per week thereafter. Id. ¶ 11. Sargent predicted that David would be in great financial shape within a few months after opening his franchise. Id. Sargent also showed David financial statements of existing franchises and said that David should anticipate similar revenues. Id. ¶ 12. Sargent claimed that some Puerto Rico franchises took in about $23,000 per month. Id. ¶ 14. Unnamed Lady of America representatives showed David statements reporting that some high-performing (“Top Ten”) franchises were generating revenues of over $10,000 per month. Id. ¶ 13. Another unnamed representative took David on a tour of a Ladies Workout Express franchise in Deerfield Beach, Florida, and said that the franchise had revenues of over $40,000 per month, and that David could expect to have a similarly successful franchise in Minnesota. Id. ¶ 16. David received a UFOC at Discovery Day. Id. ¶ 17. After he returned to Minnesota, he hired an attorney to review the UFOC. D. Wright Dep. at 44. David and Barbara executed a franchise agreement in August 2002 that gave them the right to open a Ladies Workout Express in Maplewood, Minnesota. Id. ¶ 18. The Wrights opened their Ladies Workout Express in February 2004. Id. Their buildout costs exceeded the estimates made by Lady of America representatives. Id. ¶ 19. Their membership and revenue numbers were lower than the numbers given by Lady of America representatives at Discovery Day. Id. ¶ 20. The Wrights closed their doors in the summer of 2004, after having been open only a few months. Id. ¶ 22. According to the Wrights, Lady of America never delivered on promises of operational and advertising support. Id. ¶ 21. B. Michelle Evans Plaintiff Michelle Evans, like the Wrights, began investigating the possibility of opening a women-only fitness center in the summer of 2002. Evans Aff. ¶2 [Docket No. 110]. She filled out an online form at the Lady of America website to request information about its franchises. Id. ¶ 5. A Lady of America representative, Elliot Melement, contacted Evans in response. Id. ¶ 6. Melement told Evans that she would have to act quickly if she wanted a Minnesota franchise because they were in great demand. Id. ¶ 8. Melement told Evans that she could expect to have 100 members signed up before her store opened. Id. ¶ 7. Melement said that other Minnesota Ladies Workout Express franchises were very successful. Id. Mark Camara of Lady of America later confirmed Melement’s statements and reiterated that Ladies Workout Express franchises in Minnesota were going fast. Id. ¶¶ 10-11. Melement recommended a location in Blaine, Minnesota, and told Evans that she would have to act quickly if interested in that location because another potential franchisee, Robin Allanson, was also interested in the location. Id. ¶ 14. Allanson, however, swears that she never discussed a Blaine location with Lady of America. Allanson Aff. ¶ 3 [Docket No. 108]. Evans did not pursue the Blaine location. Instead, Evans contacted the owners of an existing Ladies Workout Express in Roseville, Minnesota, who were looking to sell their franchise. Evans Dep. at 23-24. At the time — around September 2002 — the Roseville club had been open for a few months and had about 80 members. The club was not profitable. Id. at 27-28, 31. Evans believed that the club’s membership numbers, which were lower than the opening numbers predicted by Melement, could be explained by the owners’ failure to advertise properly. Id. at 29-31. Evans purchased the Roseville club from its owners in November 2002. Evans Dep. at 54-55. She hired an attorney to assist with the purchase and to review the franchise agreement. Id. Evans paid Lady of America both a $5,000 transfer fee and a $12,500 franchise fee associated with her purchase of the Roseville club. Evans Aff. ¶¶ 19-20. Around March 2003, Evans executed a franchise agreement with Lady of America. Id. ¶ 18. After operating her Ladies Workout Express location for a little over three years, Evans closed the franchise in December 2005. Evans Dep. at 64. C. Leo Neudecker Plaintiff Leo Neudecker began looking into opening a women-only fitness center in early 2002. Neudecker Aff. ¶ 2 [Docket No. 111]. Neudecker had owned and operated a successful produce-distribution business since 1992. Neudecker Dep. at 7-8. By early 2002 he had turned that business over to his sons, and he was looking for a new venture in which to invest his time and money. Id. at 19-20. In about June 2002, Neudecker spoke with Lady of America representative Mark Camara about Lady of America franchises. Id. at 23-24. Camara encouraged Neudecker to come to Florida for a Discovery Day presentation and to do so quickly, as Minnesota franchise opportunities were selling out. Id. at 24-25. Later that month, Neudecker attended Discovery Day in Florida. Neudecker Aff. ¶ 7. Neudecker was told that, if he signed up for a Ladies Workout Express franchise, he could expect to enroll 100 members before opening the franchise and would break even after enrolling 110 to 120 members. Id. ¶ 8; Neudecker Dep. at 37-46. Neudecker was told that he could expect to break even within about six months. Neudecker Dep. at 45-46. In addition, Neudecker was shown a slide presentation that suggested that many Lady of America locations had 500 to 1,000 members and that all existing locations were profitable. Id. at 44; Neudecker Aff. ¶ 9. After attending Discovery Day in June 2002, Neudecker purchased the right to open four franchises for $25,000. (The single-location franchise fee was $12,500, but franchisees who paid twice that amount received a “four-pack” of licenses.) Neudecker Dep. at 57-58. He received a UFOC in July 2002; he also signed a franchise agreement on July 15, 2002. Neudecker Aff. ¶ 10 & Ex. 1 at MIN0001211; Neudecker Dep. at 70, 119— 20. Neudecker opened only two of the four franchises to which he had purchased rights. In about November 2002, he opened a Ladies Workout Express in Crystal, Minnesota. A few months later, in about February 2003, he opened a second location in Mounds View, Minnesota. Neudecker Aff. ¶¶ 14-15. The Crystal location, at its peak, had about 120 members; the peak membership at Mounds View was about 70 members. Neudecker Aff. ¶ 19. Neither location ever broke even. Neudecker Aff. ¶ 18. Neudecker closed both locations in November 2003. Neudecker Dep. at 83. D. Deborah Randall Plaintiff Deborah Randall began looking into opening a women-only fitness center in early 2002. Randall Aff. ¶ 2 [Docket No. 112]. In about March 2002, she spoke by telephone with Bill Landman, then a Senior Vice President at Lady of America. Landman said that if Randall acquired a Ladies Workout Express franchise, she could expect 100 new members on opening, would recover her investment within three months, and would be profitable within six months. Id. ¶ 4. Lady of America representatives Mark Camara and Ann Power confirmed these assertions, id. ¶¶ 6-7, and Randall viewed a Discovery Day slide presentation over the Internet that included slides suggesting that all existing Lady of America franchises had become profitable within six months. Id. ¶ 12. Further, Power assured Randall that Lady of America was superior to its competitor Curves. Id. ¶ 9. Landman, Power, and Camara told Randall that because Minnesota locations were being bought up rapidly, Randall would need to act fast if she wanted to become a franchisee. Id. ¶ 10. Power told Randall that she could expect to invest $25,000 to $30,000 to open a Ladies Workout Express. Id. ¶ 11. Randall received a UFOC in early 2002. Id. ¶ 14. The UFOC included, as an attachment, a sample franchise agreement, id. Ex. 1 at DR00148-87, but Randall does not remember actually executing a franchise agreement. Randall Dep. at 134-36; Randall Aff. ¶ 15. She asked an attorney friend of hers to review the UFOC, and he did not raise any concerns about it. Randall Dep. at 54. In April or May 2002, Randall paid a first franchise fee of $12,500, and in June 2002 she paid an additional $12,500 for the right to open another three franchises. Randall Dep. at 86, 96-98. Randall opened her first (and only) Ladies Workout Express location in August or September 2002 in Stillwater, Minnesota. Randall Aff. ¶ 17; Randall Dep. at 76. Randall signed up only 15 members before opening her club, and her membership numbers peaked at 170 to 180. Randall Aff. ¶ 19. Randall did not break even after three months, as promised. Id. She eventually closed her doors in April 2004. Randall Dep. at 82. E. Audrey Hoglund-Ross and Angie Weeks Audrey Hoglund-Ross and her daughter, Angie Weeks, became interested in opening a women-only fitness center in 2001. Hoglund-Ross Aff. ¶¶ 1-2 [Docket No. 113]. After reviewing information on the Lady of America website and contacting company representatives, HoglundRoss attended a Discovery Day in August 2001. Id. ¶ 10. Hoglund-Ross alleges that the Lady of America website assured her that she could expect $100,000 in preopening sales. Id. ¶ 5. At Discovery Day, Hoglund-Ross saw presentations that suggested that all existing franchisees were profitable. Id. ¶ 11. Representatives of Lady of America told Hoglund-Ross that she could expect to make $30,000 per month in profits after being in business for six months. Id. ¶ 12. Hoglund-Ross was told she would be “driving a Mercedes” within six months after opening a Ladies Workout Express. Id. Around August 2001, Hoglund-Ross and Weeks received a copy of the UFOC. Id. ¶ 15. Hoglund-Ross had an attorney at a large Minneapolis law firm review the UFOC. Hoglund-Ross Dep. at 53-54. In late November 2001, Hoglund-Ross and Weeks signed a franchise agreement with Lady of America. Id. ¶ 17. They paid a $12,500 franchise fee for the right to open a store in Columbia Heights, Minnesota. Id. ¶ 18. They opened their Columbia Heights location in February 2002. Id. ¶ 19. Also in February 2002, while a representative of Lady of America was in Minnesota to assist Hoglund-Ross and Weeks with pre-opening membership sales, relatives of Hoglund-Ross and Weeks decided to pay an additional $12,500 franchise fee, giving the family the right to open three more clubs. Id. ¶ 21. Hoglund-Ross and Weeks opened the second club in New Brighton, Minnesota, in January 2003. Id. ¶ 24. Rights to the third and fourth of the four franchises went to Hoglund-Ross and Weeks’s relatives. Id. ¶ 21-22. Hoglund-Ross and Weeks closed their Columbia Heights location in January 2006. Id. ¶ 29. At the time, the club had about 140 members. Id. Their New Brighton club is apparently still in operation. II. DISCUSSION A. Standard of Review Summary judgment is appropriate “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56(c). A dispute over a fact is “material” only if its resolution might affect the outcome of the suit under the governing substantive law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A dispute over a fact is “genuine” only if the evidence is such that a reasonable jury could return a verdict for either party. Ohio Cas. Ins. Co. v. Union Pac. R.R., 469 F.3d 1158, 1162 (8th Cir.2006). In considering a motion for summary judgment, a court must assume that the nonmoving party’s evidence is true. Taylor v. White, 321 F.3d 710, 715 (8th Cir.2003). B. Minnesota Franchise Law (Plaintiffs’ Count I) In Count I of their first amended complaint [Docket No. 13], plaintiffs allege that Lady of America violated sundry Minnesota laws and regulations governing the sale of franchises. Plaintiffs’ allegations can be grouped in three general categories: (1) Lady of America made false claims about earnings — that is, about the revenues and profits of existing and potential franchises, including the potential franchises that were eventually sold to plaintiffs; (2) Lady of America failed to disclose rebates or “kickbacks” that it received from vendors who sold products to franchisees; and (3) Lady of America pressured plaintiffs to act quickly by falsely claiming that available franchises in Minnesota were rapidly being purchased. The Court will address each category in turn. 1. Earnings Claims a. Plaintiffs’ Claims At least some of the plaintiffs allege that Lady of America, through its representatives or in its Discovery Day materials, predicted that franchisees could expect particular levels of profitability. Some plaintiffs also allege that Lady of America provided information about the revenues and profitability of existing Lady of America franchises. Plaintiffs apparently allege that some earnings claims were outright false and that other earnings claims were misleading because Lady of America omitted material facts. First Am. Compl. ¶¶ 259, 269.b.-.c. Franchisors are forbidden to make false or misleading representations by Minnesota Franchise Act § 80C.13, subdivision 2, which provides: No person may offer or sell a franchise in this state by means of any written or oral communication which includes an untrue statement of a material fact or which omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Minn.Stat. § 80C.13 subd. 2. The UFOC that Lady of America filed with the state and provided to plaintiffs disavows any earnings claims as to prospective franchisees’ actual or potential earnings, stating: We do not furnish or authorize [our] salespersons to furnish any oral or written information concerning the actual or potential sales, costs, income or profits of your Franchise. Actual results vary from Franchise to Franchise, and we cannot estimate the results of any particular franchise. Wright Aff. Ex. 1 at MIN0001488. The first sentence of this UFOC paragraph is an assertion of fact — and, if Lady of America did indeed “furnish ... information” about a prospective franchisee’s potential sales, costs, income, or profits, the first sentence is a false assertion of fact. Alleged earnings claims by Lady of America could thus violate subdivision 2 of § 80C.13 in two ways: First, Lady of America could have violated the statute if it made earnings claims that were false. Second, Lady of America could have violated the statute if it made earnings claims that were true. If Lady of America made earnings claims — even true earnings claims — then its assertion in the UFOC that it does not make any earnings claims is false. Plaintiffs appear to raise both of these arguments. Compl. ¶¶ 266, 269.C.; PL S.J. Opp. at 26-29. Plaintiffs further allege that by making unsubstantiated earnings claims that were not included in the UFOC filed by Lady of America with the state and provided to plaintiffs, Lady of America violated a number of other relevant statutes and rules. First Am. Compl. ¶¶ 262-63, 269.d-.e.; PI. S.J. Opp. at 26-29. For example, under Minnesota Rule 2860.4500, a franchisor commits a “false, fraudulent, or deceptive practice” if the franchisor makes or causes to be made any statement or representation: (1) that is contrary to any disclosure made in the public offering statement [i.e., the UFOC]; or (2) with regard to ... projections of operations or of income or gross or net profits capable of being obtained from operation of the franchise by the franchisee without written disclosure of the number of the franchisor’s existing franchised businesses that have, to the franchisor’s knowledge, actually attained that projected level[.] Minn. R. 2860.4500(B). Plaintiffs assert that Lady of America violated this rule. The Court has doubts about whether Rule 2860.4500 can be remedied through civil suits by franchisees. True, as a general matter, a franchisor may be held liable to a franchisee for violations of rules promulgated under the Minnesota Franchise Act. But Rule 2860.4500, by its terms, simply defines the phrase “a ‘false, fraudulent, or deceptive practice’ within the meaning of Minnesota Statutes ... sections 80C.12 and 80C.13....” The phrase “false, fraudulent, or deceptive practice” actually occurs only in Minnesota Statutes § 80C.12, which governs the state’s ability to shut down a franchisor. Under subdivision 1(c) of § 80C.12, the state may shut down a franchisor that is engaging (or is about to engage) in “false, fraudulent or deceptive practices in connection with the offer and sale of a franchise .... ” Section § 80C.12 does not, however, confer any rights on franchisees. Lady of America has not made this argument, though, nor has it made any other argument specific to plaintiffs’ claims under Rule 2860.4500. The Court therefore assumes, without deciding, that franchisors who engage in “false, fraudulent, or deceptive practices” can be held liable for those practices in an action brought by franchisees. Plaintiffs also seem to allege that by making earnings claims, Lady of America violated Minnesota Statutes § 80C.04, which prescribes the content of a UFOC (in the statute’s terms, a franchisor’s “public offering statement”). First Am. Compl. ¶261, 269.d. Under subdivision l(p) of § 80C.04, a UFOC must include “a copy of any statement of estimated or projected franchisee earnings prepared for presentation to prospective franchisees or subfranchisors, or other persons, together with a statement setting forth the data upon which such estimation or projection is based.... ” Filing an incomplete or misleading UFOC is not, however, directly prohibited by § 80C.04. Rather, it is another part of the statute— § 80C.13 (aptly entitled “Prohibited Practices”) — that forbids franchisors to make or cause to be made any untrue statement of a material fact in any application, notice, report, or other document filed with the commissioner under sections 80C.01 to 80C.22, or omit to state in any such application, notice, report or other document any material fact which is required to be stated therein.... § 80C.13 subd. 1. The Court will therefore analyze plaintiffs’ allegation that Lady of America violated the Minnesota Franchise Act by making earnings claims outside of the UFOC in terms of subdivision 1 of § 80C.13, rather than in terms of § 80C.04. In sum, plaintiffs’ potentially viable contentions about earnings claims relate to violations of two subdivisions of a statute (subdivisions 1 and 2 of § 80C.13) and to violations of one rule (Rule 2860.4500): (1) If Lady of America made earnings claims that were themselves false, those false earning claims may have violated subdivision 2 of § 80C.13. (2) If Lady of America made any earnings claims — true or false — the assertion in the UFOC that Lady of America does not furnish information about prospective franchisees’ sales or profits was false, and that false assertion may have violated subdivisions 1 and 2 of § 80C.13 and Rule 2860.4500(A). (3) If Lady of America made any earnings claims — again, true or false — that were not included in the UFOC, it may have violated subdivision 1 of § 80C.13 by “omit[ting] to state in [the UFOC a] material fact which is required [under § 80C.04 subd. l(p)] to be stated therein.” Moreover, Lady of America may have violated Rule 2860.4500(2) by making earnings claims (true or false) if it did not adequately disclose the additional, related information called for in that rule. b. Lady of America’s Defenses In defending against plaintiffs’ claims, Lady of America relies most heavily on the franchise agreement’s integration clause and the various disclaimers included in the UFOC and the franchise agreement. Lady of America argues that, in light of these provisions, it is entitled to summary judgment for various reasons. The Court disagrees. i. Parol Evidence Lady of America first argues that, under the parol-evidence rule, plaintiffs may not introduce any evidence of earnings claims made by Lady of America. Def. Mem. Supp. Mot. S.J. at 22 [Docket No. 78] (“Def.S.J.Mem.”). As an initial matter, the Court doubts whether the parol-evidence applies to claims made under the Minnesota Franchise Act. The parolevidence rule is a doctrine of contract law; it holds parties to the written, substantive terms of their bargain when they have executed an integrated agreement. See Taylor v. More, 195 Minn. 448, 263 N.W. 537, 539 (1935) (“[P]arol evidence cannot be admitted to add another term to the agreement.... The rule forbids to add by parol where the writing is silent, as well as to vary where it speaks.”) (internal quotations omitted); United Artists Commc’ns, Inc. v. Corporate Prop. Investors, 410 N.W.2d 39, 42-43 (Minn.Ct.App.1987) (citing Taylor). But the Minnesota Franchise Act creates a statutory cause of action, not a contract claim. Further, in making claims under the Minnesota Franchise Act, the franchisee generally does not seek to change the terms of a written contract, but to avoid a contract altogether because of deceptive conduct by the franchisor in inducing the franchisee to enter the contract. At least one court has stated that the parol-evidence rule, as a contract-law doctrine, does not apply to a claim of negligent-misrepresentation because such a claim “sounds in tort.” Fornento v. Encanto Bus. Park, 154 Ariz. 495, 744 P.2d 22, 26 (Ariz.App.1987). Other courts have held that the parol-evidence rule cannot be used to defeat negligent-misrepresentation claims unless those claims are brought by plaintiffs to skirt the parol-evidence rule and enforce purported extra-contractual promises. See Rio Grande Jewelers Supply, Inc. v. Data Gen. Corp., 101 N.M. 798, 689 P.2d 1269, 1271 (1984) (characterizing negligent-misrepresentation claim as “nothing more than an attempt to circumvent the operation of the Commercial Code and to allow the contract to be rewritten under the guise of an alleged action in tort”); Snyder v. Lovercheck, 992 P.2d 1079, 1088 (Wyo.1999) (holding that the parol-evidence rule applies in negligent-misrepresentation cases because in those cases, “a tort cause of action is being infused into a contractual relationship”). And even courts that generally apply the parol-evidence rule in negligent-misrepresentation cases may decline to do so in fraud cases. See Rio Grande, 689 P.2d at 1271 (noting, in holding that a contractual disclaimer defeated a negligent-misrepresentation claim, that “fraud was not argued”); Snyder, 992 P.2d at 1086 (holding that merger and disclaimer clauses do not preclude the plaintiff from asserting a fraudulent-misrepresentation claim). In Minnesota, the parol-evidence rule has a narrow scope in fraud cases. In Ganley Brothers, Inc. v. Butler Brothers Building Co., one of the earliest Minnesota Supreme Court cases on this issue, the court observed: “The law should not and does not permit a covenant of immunity to be drawn that will protect a person against his own fraud.” 170 Minn. 873, 212 N.W. 602, 603 (1927). The Minnesota Supreme Court was well aware of the policy implications of its holding. It specifically recognized that enforceable contractual disclaimers “may be desirable in dealing with unscrupulous persons ... as a shield against wrongful charges of fraud.” Id. Ultimately, however, it rejected the argument that contractual disclaimers should be permitted to defeat fraud claims, noting: “We are unable to formulate a rule of law sustaining defendant’s contention [i.e., that a fraud claim should fail in light of a contractual disclaimer of reliance] which would not at the same time give opportunities for the commission of fraud for which the wronged party would have no redress.” Id. Minnesota courts continue to follow the disclaimer-unfriendly approach outlined in Ganley Brothers. See, e.g., Hoyt Props. v. Prod. Res. Group, L.L.C., 716 N.W.2d 366, 375 (Minn.Ct.App.2006), review granted, No. A05-1293, 2006 Minn. LEXIS 588 (Minn. Aug. 23, 2006); Appletree Square I Ltd. P’ship v. Investmark, Inc., 494 N.W.2d 889, 893 (Minn.App.1993). Minnesota’s approach contrasts with that of New York, which has applied the parol-evidence rule broadly in fraud cases ever since the seminal case of Danann Realty Corp. v. Harris, 5 N.Y.2d 317, 184 N.Y.S.2d 599, 157 N.E.2d 597, 598-600 (1959). Notably, the dissenting judge in Danann disagreed with the majority’s conclusion that the disclaimer in that case defeated the plaintiffs fraud claim, and he supported his position by quoting at length from the Minnesota Supreme Court’s opinion in Ganley Brothers. Id. at 604 (Fuld, J., dissenting). More recently, when the New Hampshire Supreme Court addressed the effect of disclaimers in fraud cases, that court expressly rejected the Danann rule. Van Der Stok v. Van Voorhees, 151 N.H. 679, 866 A.2d 972, 976 (2005). To support its holding that contractual disclaimers cannot defeat liability in cases of “positive fraud,” the New Hampshire Supreme Court in Van Der Stok quoted approvingly the portion of the Danann dissent that, in turn, quoted Ganley Brothers. As Van Der Stok illustrates, Minnesota law is a model for other jurisdictions that choose to apply the parolevidence rule narrowly in fraud cases. In Minnesota, only when an allegedly fraudulent statement directly contradicts a substantive contract term will courts rely on the parol-evidence rule to reject a fraud claim. The leading Minnesota case exemplifying such an application of the parolevidence rule is Vint v. Nelson, 267 Minn. 490, 127 N.W.2d 177 (1964). Vint involved a dispute over a real-estate agent’s listing contract. By its terms, the contract was exclusive for six months, then revocable on 30 days’ notice. Id. at 178. The real-estate agent sued his clients after they sold their property without the agent’s assistance within six months after signing the listing contract and refused to pay the agent a commission. In defense, the clients argued that the agent had committed fraud by lying about the contract’s terms and telling them that it was terminable at any time on 30 days’ notice (i.e., that there was no six-month lock-in). Id. at 180-81. The court held that the parolevidence rule was properly applied to exclude the clients’ testimony about the agent’s statements because “the testimony offered to establish fraud related to matters known to be covered by the written agreement and to the claim that plaintiff had represented that contractual provisions having reference thereto would not be effective.” Id. at 181 (emphasis added). Under Minnesota parol-evidence law, the direct-contradiction test is narrowly applied, as in Vint. In particular, courts generally treat extra-contractual representations and warranties — such as the earnings claims in this case — differently from other types of extra-contractual promises. This distinction inheres in the Minnesota Supreme Court’s 1912 decision in General Electric Co. v. O’Connell, 118 Minn. 53,136 N.W. 404 (1912). The plaintiff in General Electric bought drills for tunneling through rock after having allegedly been assured by the seller that the drills were adequate for the plaintiffs purposes. Id. at 404-05. The drills turned out to be totally inadequate. Id. at 405. The contract included no warranty provision, and included a general merger clause that disclaimed any extra-contractual representations. Id. at 404. The court held that the parol-evidence rule did not bar evidence of the seller’s alleged representations about the quality of the drills in the buyer’s fraud suit because the parol-evidence rule does not apply “where the fraud consists of representations regarding the subject-matter of the contract, aside from its agreements and promises ....” Id. at 406 (emphasis added). More recently, the Minnesota Supreme Court again applied the parol-evidence rule narrowly with respect to representations in Hanson v. Stoerzinger, 299 N.W.2d 401 (Minn.1980). Hanson sold Stoerzinger a motel and told him that the motel sat on one-and-a-half acres of land. Id. at 402. The actual purchase agreement, however, specified “legal to govern” the property’s description, and Stoerzinger’s attorney had the abstract of title— from which the property’s size could be calculated — in his hands before the closing date. Id. at 402, 404. Stoerzinger eventually learned that the motel sat on about a half acre, not one-and-a-half acres, and sued Hanson for misrepresentation. Id. at 403. The court held that the parol-evidence rule did not bar testimony about Hanson’s description of the property. The court noted that parol evidence “is admissible to determine whether a contract is void or voidable on ground[ ] of fraud,” id. at 404 n. 4, and observed that the purchase agreement “contains no disclaimer of oral representations regarding the property’s physical characteristics,” id. at 404 — as if “legal to govern” meant “legal to govern, unless you were told otherwise.” Not only is the direct-contradiction test applied narrowly, it is subject to at least two significant exceptions. These exceptions are typically discussed in connection with the reliance element of fraud claims, as they are in General Corporation v. General Motors Corp., 184 F.Supp. 281 (D.Minn.1960). In that case, the court held that under Minnesota law, a jury should decide a fraudulent-inducement claim based on a purported misrepresentation that plainly contradicts the contract, provided the misrepresentation is “accompanied by misrepresentations of other material facts in addition to the contradictory intent....” Id. at 239; see also Johnson Bldg. Co. v. River Bluff Dev. Co., 374 N.W.2d 187, 194 (Minn.Ct.App.1985) (paraphrasing the quoted passage from General Corp.). And in Weise v. Red Owl Stores, Inc., the Minnesota Supreme Court created an exception to the plain-contradiction rule for laypersons, holding: [Wjhere a party makes a representation which a signed document contradicts, the person to whom the representation was made is justified in relying upon it where the document, as here, is couched in ambiguous legal language which a layman could reasonably believe supported the representation. 286 Minn. 199, 175 N.W.2d 184, 187 (1970), overruled in part on other grounds, Humphrey v. Alpine Air Prods., Inc., 500 N.W.2d 788, 791 (Minn.1993). In light of this case law, the Court finds that the alleged earnings claims in this case do not so directly contradict the franchise agreement that the parol-evidence rule would bar evidence of those earnings claims. To the extent that the earnings claims contradict the franchise agreement, they contradict only its disclaimer clause. This is not the type of contradiction that invokes the parol-evidence rule in Minnesota. Accordingly, even if the parol-evidence rule applies to claims under the Minnesota Franchise Act (which is doubtful), it would not exclude evidence that Lady of America induced plaintiffs to sign franchise agreements by making false earnings claims. ii. Justifiable Reliance Lady of America next argues that the Court should find, as a matter of law, that plaintiffs could not have justifiably or reasonably relied on any alleged earnings claims. The justifiable-reliance argument overlaps with, but is distinct from, the parol-evidence argument. The parol-evidence argument is, in essence, this: “The earnings claims contradict the terms of an integrated contract; evidence of them must therefore be excluded.” The justifiable-reliance argument, however, is this: “The contractual disclaimers contradict the earnings claims; in the face of such contradiction, no reasonable person could have relied on the earnings claims.” The arguments are different and must be treated separately. See Johnson Bldg. Co. 374 N.W.2d at 193-95 (treating the parol-evidence rule and justifiable reliance as separate questions); but see Crowell v. Campbell Soup Co., 264 F.3d 756, 762 (8th Cir. 2001) (affirming district court’s exclusion, based on the parol-evidence rule, of evidence of oral promises that contradicted an integrated agreement, and basing affirmance on finding that “any reliance ... was unreasonable as a matter of law”). Lady of America bases its justifiable-reliance argument primarily on Carlock v. Pillsbury Co., 719 F.Supp. 791 (D.Minn. 1989). Carlock involved a dispute between franchisees and a franchisor, and the franchise agreement and UFOC in Carlock included disclaimers like those in this case. Id. at 828-29 (quoting disclaimers). The court in Carlock, however, did not apply or construe the Minnesota Franchise Act. Instead, the court applied New York law to the parties’ contract claims, id. at 811, and non-state-specific common law to the parties’ fraud claims, id. at 826-27. To support its conclusion that the Carlock franchisees could not reasonably have relied on any representations by the franchisor, the court relied mainly on securities-fraud cases from other circuits. Id. at 829 (citing, inter alia, Jackvony v. RIHT Fin. Corp., 873 F.2d 411, 416 (1st Cir.1989); Kennedy v. Josephthal & Co., 814 F.2d 798, 805 (1st Cir.1987); Zobrist v. Coal-X, Inc., 708 F.2d 1511, 1518 (10th Cir.1983)). Carlock is thus of limited use in this case. The Court finds that, under Minnesota law, Lady of America’s justifiable-reliance argument does not support summary judgment in its favor. Just as Minnesota applies the parol-evidence rule narrowly in cases involving disclaimers, so too does Minnesota give disclaimers limited effect in defeating the reliance element of fraud claims. General disclaimers and integration clauses are given no effect in misrepresentation cases under Minnesota law. As the Eighth Circuit explained after carefully reviewing Minnesota case law in Clements Auto Co. v. Service Bureau Corp., in Minnesota “a general disclaimer clause is ineffective to negate reliance on even innocent misrepresentations.” 444 F.2d 169, 178 (8th Cir.1971). And even fairly specific disclaimers are typically held to create jury questions about reliance, rather than to negate reliance as a matter of law. Moreover, reliance under Minnesota law is necessarily fact-specific, because it must be assessed from the subjective perspective of the person allegedly defrauded, not from some objective viewpoint. See Berg v. Xerxes-Southdale Office Bldg. Co., 290 N.W.2d 612, 616 (Minn. 1980). For these reasons alone, Lady of America is not entitled to summary judgment on the basis of its justifiable-reliance argument. Further, the Court is not convinced that justifiable or reasonable reliance is an element of a claim for misrepresentation under the Minnesota Franchise Act. Subdivision 2 of § 80C.13 forbids a franchisor to sell (or offer to sell) a franchise “by means of any written or oral communication which includes an untrue statement of a material fact.” Nowhere does the statute mention justifiable reliance. Of course, some kind of reliance — reasonable or unreasonable — is required, because a franchisee can only recover for damages that are caused by a franchisor’s violation of the Minnesota Franchise Act. See Minn. Stat. § 80C.17. Without reliance, there can be no causation. But a franchisee could, as a factual matter, suffer damages as a result of unreasonably relying on a franchisor’s misrepresentation. True, a number of federal courts have interpreted other states’ franchise statutes to implicitly require the franchisee to demonstrate reliance that is justifiable or reasonable. See Cook v. Little Caesar Enters., Inc., 210 F.3d 653, 659 (6th Cir.2000) (holding that reasonable reliance is an element of a misrepresentation claim under Michigan’s franchise law); Hardee’s of Maumelle, Ark., Inc. v. Hardee’s Food Sys., Inc., 31 F.3d 573, 579 (7th Cir.1994) (observing that lower Indiana courts have read a reasonable-reliance requirement into Indiana’s franchise law, but not reaching question); Bonfield v. AAMCO Transmissions, Inc., 708 F.Supp. 867, 876-78 (N.D.Ill.1989) (reading reasonable-reliance requirement into Illinois’s franchise law) (superseded by statute on other grounds, as explained in Lewis v. Hermann, 775 F.Supp. 1137, 1153 (N.D.Ill.1991)). But no Minnesota court has read such a requirement into the Minnesota Franchise Act’s prohibition on misrepresentations by franchisors. This is not surprising. Minnesota courts have repeatedly observed that the Minnesota Franchise Act is a remedial statute designed to favor franchisees over franchisors. See, e.g., Clapp v. Peterson, 327 N.W.2d 585, 586 (Minn.1982) (observing that the Minnesota Franchise Act “was adopted in 1973 as remedial legislation designed to protect potential franchisees 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, 872 (Minn. 1978) (same); Pac. Equip. & Irrigation, Inc. v. Toro Co., 519 N.W.2d 911, 917 (Minn.Ct.App.1994) (“[I]f the franchise act applies, the consideration of public policy would favor Pacific, since Pacific would be entitled to special protection under the law as a franchisee.”); id. at 919-20 (Amundson, J., concurring) (“The Minnesota Franchise Act is an attempt to protect the franchisee from undue usurpation of the franchise relationship and to establish balance of bargaining power.... Thus, I believe the Minnesota Franchise Act should be broadly construed.... ”). This principle would obviously support allowing recovery under the Minnesota Franchise Act by franchisees who suffer harm after relying, even unreasonably, on misrepresentations by franchisors. Further, in Noble v. C.E.D.O., Inc., the Minnesota Court of Appeals declined to read a scienter requirement into § 80C.13’s prohibition on misrepresentation. 374 N.W.2d 734, 741 (Minn.Ct.App. 1985). In doing so, the court focused on the “plain meaning” of the statute. Id. This plain-meaning approach, if applied to the question whether to read a requirement of justifiable reliance into § 80C.13, would lead to the conclusion that justifiable reliance — like scienter- — is not an element of a claim under the statute. As noted, nowhere does the statute require that any reliance on a misrepresentation be justifiable or reasonable. If, as the Court suspects, the Minnesota Franchise Act does not require that a franchisee’s reliance on misrepresentations be justifiable, then it is irrelevant whether the plaintiffs’ reliance on the earnings claims made by Lady of America was reasonable in light of the disclaimers in the UFOC and the franchise agreement. Lady of America is plainly not entitled to summary judgment on the basis of its justifiable-reliance argument. iii. ■ Anti-Waiver Provision of Minnesota Franchise Act Plaintiffs also argue that Lady of America is not entitled to summary judgment on the basis of the disclaimers in the UFOC and franchise agreement because those disclaimers are void under § 80C.21 of the Minnesota Franchise Act. Section 80C.21 provides: Any condition, stipulation or provision, including any choice of law provision, purporting to bind any [covered franchisee] 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. MinmStat. § 80C.21. The question, then, is whether the provisions on which Lady of America relies would effect the type of waiver prohibited by § 80C.21. There is little case law on the scope of § 80C.21. It is clear, though, that the Minnesota legislature intended it to apply broadly. The original version of the statute, passed in 1973, did not explicitly refer to choice-of-law clauses. This led the Eighth Circuit to conclude that courts should give effect to a choice-of-law clause in a franchise agreement that designated non-Minnesota law, even though the clause rendered the protections of the Minnesota Franchise Act inapplicable. Modern Computer Sys., Inc. v. Modern Banking Sys., Inc., 871 F.2d 734, 738-40 (8th Cir.1989). The Minnesota legislature responded by amending § 80C.21 to explicitly cover choice-of-law clauses. 1989 Minn. Sess. Laws. Serv. ch. 198 § 2 (West) (May 19, 1989); see also Commercial Prop. Invs., Inc. v. Quality Inns Int'l, Inc., 938 F.2d 870, 874 (discussing history of § 80C.21). The legislature said that it was clarifying § 80C.21, not expanding it. 1989 Minn. Sess. Law Serv. ch. 198 § 3 (West) (May 19, 1989). In other words, the legislature said that it had intended the 1973 version of the Act to cover choice-of-law clauses, even though they were not explicitly mentioned in the Act. This indicates that § 80C.21 is to be construed broadly, as does the fact that Minnesota courts have recognized repeatedly that the Minnesota Franchise Act is a remedial statute designed to favor franchisees. The plain language of § 80C.21 is consistent with the broad scope intended by the legislature and advocated by plaintiffs. Section 80C.21 voids anything in a contract that explicitly waives compliance with a provision of the Act or that has the effect of waiving compliance with a provision of the Act. One such provision that cannot be waived is § 80C.13’s prohibition of material false statements. Section 80C.13’s scope is clear. The provision would, for example, prohibit a dishonest franchisor from telling a franchisee that all existing franchise locations had gross annual sales of at least $1 million, when in fact no location had gross sales over $250,000. And it is equally clear that, under § 80C.21, the dishonest franchisor could not avoid § 80C.13’s prohibition by including the following in the franchise agreement: “I may have misrepresented the revenues of existing franchises. You waive your right to hold me liable for those misrepresentations under § 80C.13 of the Minnesota Franchise Act.” Such a provision would plainly be invalid under § 80C.21. Under § 80C.21, any provision that has the same “effect” as this waiver would also be invalid. Suppose, for example, that the dishonest franchisor included in the franchise agreement not the express waiver provision quoted in the preceding paragraph, but rather the following: “I did not make any representations about the revenues of existing franchises. If you disagree, I hereby disclaim any representations that you believe I made. You cannot rely on them.” Why should such a disclaimer, for purposes of Minnesota’s franchise law, be treated any differently from the express waiver? The disclaimer cannot change the historical facts; if the dishonest franchisor made misrepresentations, then he made misrepresentations, no matter what the franchise agreement says. Thus, the disclaimer can only be an attempt to change the legal effect of those misrepresentations. That is precisely what § 80C.21’s anti-waiver language forbids. Similarly, suppose that the dishonest franchisor included the following in the franchise agreement: “I did not make any representations about the revenues of existing franchises. If you disagree, you must list such representations below. If you don’t list a representation, you cannot later sue me for making that representation.” Again, the disclaimer cannot change the historical facts of what representations were made. Rather, the disclaimer is attempting to change the legal effect of those representations. Instead of telling the franchisee, “You waive your right to sue me for any misrepresentation when you sign this agreement,” the franchisor tells the franchisee, “You waive your right to sue me for certain misrepresentations — those you fail to list before signing this agreement.” Such an assertion has “the effect of waiving compliance with” § 80C.13’s prohibition of material false statements, and thus it is void under § 80C.21. The Court recognizes that, under its broad interpretation of § 80C.21, franchisors cannot use contractual provisions to protect themselves from being sued for misrepresentation under the Minnesota Franchise Act. Consequently, even scrupulously honest franchisors will have to defend against some misrepresentation claims that would not be brought — or that would be quickly dismissed- — if contractual disclaimers were enforceable. But under the interpretation of § 80C.21 advocated by Lady of America — that is, under a rule in which courts give effect to contractual disclaimers regardless of whether franchisors have actually made false statements of material facts — a certain number of franchisees who have been lied to will have no redress against dishonest franchisors. The Minnesota legislature has decided to burden franchisors, and protect franchisees, and this Court is bound to enforce that decision. iv. Future Projections Lady of America has raised one additional defense to plaintiffs’ earnings-claims-based allegations: Citing only Morrison v. Back Yard Burgers, Inc., a 1996 Eighth Circuit case, Lady of America argues that “representations as to future franchise profitability, earnings, support or performance cannot provide a basis for an action in fraud.” PI. S.J. Mem. at 23 (citing Morrison, 91 F.3d 1184, 1186 (8th Cir.1996)). Morrison held that a franchisor could not be liable for fraud based on profit projections because the franchisor “could not have known that his projections” would end up being false. Morrison, 91 F.3d at 1187. But Morrison involved a common-law fraud claim under Arkansas law, not a claim under the Minnesota Franchise Act. And even as to common-law fraud, Morrison does not accurately reflect the rule in Minnesota. In Berg v. Xerxes-Southdale Office Building Co., the Minnesota Supreme Court held that whether “[p]rojections ... [are] actionable or not in fraud ... depend[s] upon whether they accurately reflect surrounding past and present circumstances.” 290 N.W.2d 612, 615 (Minn. 1980). The plaintiffs in Berg had been persuaded to invest in a commercial building based on a set of rosy projections of the building’s cash flow for 1972. The defendant had withheld the actual (negative) cash-flow results from 1971. Id. at 614-15. The trial court held that the plaintiffs’ fraud claim failed as a matter of law because predictions of future results, such as cash-flow projections, could not support a fraud claim. Id. at 615. The Minnesota Supreme Court disagreed and remanded for a jury trial on whether the investors had reasonably relied on the projections. Id. at 615-16. Given that projections can, in some circumstances, support a common-law fraud claim, the Court sees no reason why projections cannot also support a claim for misrepresentation under the Minnesota Franchise Act. The Minnesota Supreme Court has explained that the state’s consumer-pi’otection statutes are “clearly intended to make it easier to sue for consumer fraud than it had been to sue for fraud at common law.” Humphrey v. Alpine Air Prods., Inc., 500 N.W.2d 788, 790 (Minn.1993). Although the court was referring to Minnesota’s Unfair and Deceptive Trade Practices Act and Consumer Fraud Act, and not to the Minnesota Franchise Act, there is no reason to believe that the court’s assertion does not apply to the latter. See, e.g., Clapp v. Peterson, 327 N.W.2d 585, 586 (Minn.1982) (describing the Minnesota Franchise Act as “remedial legislation”). In sum, the Court finds that if Lady of America made assurances to franchisees about their expected membership numbers, revenues, and profitability — and if those assurances did not “accurately re-fleet surrounding past and present circumstances,” Berg, 290 N.W.2d at 615 — then those assurances could subject Lady of America to liability under the Minnesota Franchise Act. Accordingly, the Court denies summary judgment on plaintiffs’ Minnesota Franchise Act claims to the extent they are based on alleged misrepresentations about earnings. 2. Vendor Rebates Plaintiffs also seek to hold Lady of America liable under the Minnesota Franchise Act for failing to disclose that it received rebates from vendors who sold products to franchisees. Lady of America argues that it is entitled to summary judgment on this claim because plaintiffs have provided no admissible evidence that it received such rebates. Def. S.J. Mem. at 21. The Court agrees. Plaintiffs make only one concrete allegation about rebates: Deborah Randall’s landlord purportedly told her that he paid a $10,000 kickback to Lady of America after Randall signed her lease agreement. PL S.J. Opp. at 31; Randall Aff. ¶ 23. But Randall’s statement about her landlord’s statement is hearsay. Inadmissible hearsay cannot defeat a motion for summary judgment. See Brooks v. Tri-Systems, Inc., 425 F.3d 1109, 1111 (8th Cir.2005) (hearsay statement contained in an affidavit may not be used to support or defeat a summary-judgment motion); Henthorn v. Capitol Commc’ns, Inc., 359 F.3d 1021, 1026 (8th Cir.2004) (only admissible evidence can defeat a summary-judgment motion). The Court therefore grants summary judgment to Lady of America on plaintiffs’ rebate-related claims under the Minnesota Franchise Act. 3. Interest of Other Franchisees Plaintiffs allege that Lady of America violated Minnesota Rule 2860.4300 by telling them that they needed to act quickly because others were pursuing the limited number of Minnesota franchises. First Am. Compl. ¶¶ 264, 269.g. In relevant part, Rule 2860.4300 provides: No person may make or cause to be made any statement or representation that ... other individuals are willing to enter into a franchise agreement substantially similar to that being offered, granted, or sold without, at the same time, disclosing in writing the source of such information and the names, addresses, and telephone numbers of such individuals.... Minn. Rule 2860.4300, subp. 2. Neither Lady of America nor plaintiffs put much effort into briefing this obviously peripheral claim. Lady of America does argue that the merger clause and disclaimers in the franchise agreement should defeat this claim. For the reasons given above in connection with the earnings claims, the Court finds that the franchise agreement’s merger clause and disclaimers do not defeat plaintiffs’ claims under Rule 2860.4300. Lady of America also argues that, even if it made representations to plaintiffs about the interest of third parties, there is no evidence that those representations were false. Def. S.J. Mem. at 21. This argument fails for two reasons: First, plaintiffs have presented evidence, in the form of affidavits from Robin Allan-son and Michelle Evans, that Lady of America representative Elliot Melement did in fact lie to Evans about Allanson’s interest in a location in Blaine, Minnesota. Evans Aff. ¶ 14; AJlanson Aff. ¶ 3. Second, and more importantly, Rule 2860.4300 does not forbid false claims about third-party interest. (Those are already forbidden by Minn.Stat. § 80C.13.) Rather, the rule forbids making any claims about third-party interest — true or false — without “disclosing in writing the source of such information [i.e., information about interested third-parties] and the names, addresses, and telephone numbers of’ the interested third parties. The rule is concerned about disclosure, not accuracy. Lady of America does not contend that it made the disclosures required by Rule 2860.4300, and therefore Lady of America is not entitled to summary judgment on plaintiffs’ claims. C. Florida Franchise Act (Plaintiffs’ Count II) Plaintiffs allege in Count II of their complaint that Lady of America violated the Florida Franchise Act. First Am. Compl. 1í1í281.a-.b. As relevant to this case, the Florida Franchise Act forbids a franchisor to do two things: 1. Intentionally to misrepresent the prospects or chances for success of a proposed or existing franchise or distributorship; [and] 2. Intentionally to misrepresent, by failure to disclose or otherwise, the known required total investment for such franchise or distributorship.... Fla. Stat. Ann. § 817.416(2)(a)(l)-(2). The statute provides franchisees with a single remedy: “judgment for all moneys invested” in a franchise that was sold in violation of the statute, plus costs and (at the court’s discretion) attorney’s fees. Id. § 817.416(3). Lady of America argues that plaintiffs’ claims under the Florida Franchise Act, whatever their merits, are time-barred in light of the two-year contractual limitations period in the franchise agreement. PL S.J. Mem. at 25-26. Section 10.5 of the franchise agreement provides: The franchisee will file suit against the franchisor within 2 years of the first occurrence of any breach of contract or tortious act of the franchisor including fraud, misrepresentation, statutory torts, negligence, promissory estoppel and all actions however denominated or is deemed to have waived the same and any objection to all future similar occurrences. Wright Aff. Ex. 1 at MIN0001529 (emphasis added). By its terms, this provision would — if it is legally effective — reach plainti