The Minnesota district court granted a motion for judgment on the pleadings by John Golle, the CEO and an owner of the Urbanize Farms franchise system, and dismissed with prejudice all claims brought by former franchisee Big Tree Investments, LLC and its owners Lily and Christopher Bargmann against Golle as a “control person” of the franchisor under the Minnesota Franchise Act (MFA). Big Tree Invests., LLC v. Urbanize, LLC, No. 27-CV-25-7049 (Minn. Dist. Ct. Feb. 2, 2026).
Big Tree Investments and the Bargmanns entered into a Mutual Termination Agreement (MTA) with Urbanize Farms to end their franchise relationship. The MTA contained an extensive release provision, releasing Urbanize Farms and its affiliates, including officers, directors, members, and representatives, from all claims arising out of or relating to the franchise agreement and the franchise relationship. Because Golle was the franchisor’s co-founder and CEO, he fell squarely within the categories of individuals protected by that release. The court held that the release language under the MTA was unambiguous and should be enforced.
The franchisees argued that the claims against Golle alleging violations of the MFA survived because he was liable as a “control person” under the MFA and because factual issues existed regarding the enforceability of the release, including allegations that the release was fraudulently procured. However, the court rejected these arguments, noting that the complaint asserted no allegations of fraud, misrepresentation, or mistake relating to the formation of the MTA itself. The franchisees had also fully settled and dismissed their claims against Urbanize Farms—the only party with whom they could have sought to invalidate the MTA or seek relief for a breach of the MTA. Because the MTA remained valid, fully integrated, and broadly preclusive of any claims against franchisor-affiliated individuals, the court concluded that no viable claims against Golle remained and dismissed the claims with prejudice.