reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1003 — Annual Renewal.

323A.1003 ANNUAL RENEWAL.
(a) Each calendar year beginning in the calendar year following the calendar year in which a partnership files a statement of qualification or in which a foreign partnership becomes authorized to transact business in this state, the secretary of state may send annually to the partnership or foreign partnership, using the information provided by the limited liability partnership pursuant to section 5.002 or 5.34 or the limited liability partnership statement of qualification, a notice. The notice will announce the need to file the annual renewal and will inform the partnership or foreign partnership that the annual renewal may be filed online and that paper filings may also be made and that failure to file the notice by December 31 will result in the revocation of the statement of qualification of this limited liability partnership.
(b) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual renewal in the office of the secretary of state which contains the information required by section 5.34.
(c) An annual renewal must be filed once each calendar year beginning in the year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.
(d) The secretary of state must revoke the statement of qualification of a partnership that fails to file an annual renewal when due or pay the required filing fee. The secretary of state must issue a certificate of revocation which must be filed in the office of the secretary of state. The secretary of state must also make available in an electronic format the names of the revoked limited liability companies.
(e) A revocation under subsection (d) only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
(f) A partnership whose statement of qualification has been revoked may apply to the secretary of state for reinstatement. A partnership must file an annual renewal to apply for reinstatement and pay a reinstatement fee of $160.
(g) A reinstatement under subsection (f) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
History:
1997 c 174 art 10 s 55; 2000 c 395 s 14; 2007 c 148 art 2 s 59; 2009 c 101 art 2 s 84
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.

323A.1004 REVOCATION FOR FAILURE TO REPLACE A REQUIRED REGISTERED AGENT.
If a limited liability partnership is required to list an agent for service of process in its statement of qualification pursuant to section 323A.1001(c)(3) or 323A.1102(a)(3) and that agent resigns pursuant to section 5.36, subdivision 4, and the limited liability partnership or foreign limited liability partnership fails to amend the statement of qualification or statement of foreign qualification to name a new agent for service of process by the time the resignation becomes effective, the secretary of state must attempt to provide notice to the limited liability partnership or foreign limited liability partnership that the statement of qualification or statement of foreign qualification will be revoked if it is not amended to name a new agent for service of process within 30 days after the attempts to provide the notice. If the statement of qualification or statement of foreign qualification is not amended to name a new agent for service of process within that time, the secretary of state must revoke the statement of qualification or statement of foreign qualification.
History:
2011 c 106 s 23
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.

323A.1101 LAW GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIP.
(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.
(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
History:
1997 c 174 art 11 s 56
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1102 — Statement Of Foreign Qualification.

323A.1102 STATEMENT OF FOREIGN QUALIFICATION.
(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." A foreign limited liability partnership may use an alternate name to transact business in the state if it lists the alternate name in the statement;
(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office of the partnership in this state, if any;
(3) if there is no office of the partnership in this state, the name and street address, including the zip code, of the partnership's agent for service of process. If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36;
(4) a deferred effective date, if any; and
(5) the name of the jurisdiction under whose law the foreign limited liability partnership was originally registered.
(b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.
(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
(e) A statement of foreign qualification may include the information necessary to make an election under section 319B.04, subdivision 2, and to update that information as provided in section 319B.04, subdivision 3.
History:
1997 c 174 art 11 s 57; 1999 c 85 art 3 s 16; 2002 c 311 art 4 s 3; 2008 c 203 s 13; 2010 c 250 art 2 s 28; 2011 c 106 s 24; 2013 c 110 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1103 — Effect Of Failure To Qualify.

323A.1103 EFFECT OF FAILURE TO QUALIFY.
(a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(c) A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
History:
1997 c 174 art 11 s 58
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1104 — Activities Not Constituting Transacting Business.

323A.1104 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.
(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include:
(1) maintaining, defending, or settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property;
(8) collecting debts, including foreclosing mortgages, canceling contracts for deed, enforcing other security interests on property securing debts, accepting deeds or other instruments of title from debtors in lieu of foreclosure, cancellation or other enforcement, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
History:
1997 c 174 art 11 s 59
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1105 — Action By Attorney General.

323A.1105 ACTION BY ATTORNEY GENERAL.
The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of sections 323A.1101 to 323A.1105.
History:
1997 c 174 art 11 s 60
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1201 — Short Title.

323A.1201 SHORT TITLE.
This chapter may be cited as the "Uniform Partnership Act (1994)."
History:
1997 c 174 art 12 s 62
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1202 — Applicability.

323A.1202 APPLICABILITY.
(a) Before January 1, 2002, chapter 323A governs only a partnership formed:
(1) after January 1, 1999, unless that partnership is continuing the business of a dissolved partnership under section 323.40; and
(2) before January 1, 1999, that elects, as provided by subsection (c), to be governed by chapter 323A.
(b) On and after January 1, 2002, chapter 323A governs all partnerships.
(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by chapter 323A. Before January 1, 2002, provisions of chapter 323A relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by chapter 323A, only if the third party knows or has received a notification of the partnership's election to be governed by chapter 323A.
History:
1997 c 174 art 12 s 63; 2001 c 64 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.1203 — Effect Of Designation.

323A.1203 EFFECT OF DESIGNATION.
Except as otherwise provided in this chapter, a partnership remains the same entity for purposes of holding title to or conveying an interest in real or personal property and for all other purposes:
(1) during the winding up of the partnership following its dissolution;
(2) whether the status of a partnership that is a limited liability partnership terminates under section 323A.0105(d) or 323A.1003; and
(3) regardless of whether the words "limited liability partnership," "professional limited liability partnership," "general partnership," "registered limited liability partnership," or the designation "L.L.P.," "LLP," "P.L.L.P.," "PLLP," "R.L.L.P.," or "RLLP" are used in an instrument conveying an interest in real or personal property to or from the partnership or in any other writing.
History:
1997 c 174 art 12 s 64
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.01 — Definitions.

324.01 DEFINITIONS.
Subdivision 1.
Scope.
For the purposes of sections 324.01 to 324.05, the following terms have the meanings given them.
Subd. 2.
Artist.
"Artist" means the creator of a work of art or, if that person is deceased, the heirs or personal representatives of the creator of a work of art.
Subd. 3.
Art.
"Art" means a painting, sculpture, drawing, work of graphic art, photograph, weaving, or work of craft art.
Subd. 4.
Art dealer.
"Art dealer" means a person engaged in the business of selling works of art, other than a person exclusively engaged in the business of selling goods at public auction.
Subd. 5.
Person.
"Person" means an individual, partnership, corporation, association, or other group, however organized.
Subd. 6.
Consignment.
"Consignment" means the delivery of possession of an art work by an artist to an art dealer by which no title to, estate in, or right to possession of, art, superior to that of the artist vests in the art dealer, notwithstanding the art dealer's power or authority to transfer and convey to a third person all of the right, title, and interest of the artist in and to that work of art.
History:
1983 c 165 s 1; 1986 c 444
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.02 — Delivery To And Acceptance By Art Dealer.

324.02 DELIVERY TO AND ACCEPTANCE BY ART DEALER.
Notwithstanding any custom, practice, or usage of the trade to the contrary, if an artist delivers or causes to be delivered a work of art of the artist's own creation to an art dealer in this state for the purpose of exhibition or sale, or both, on a commission, fee, or other basis of compensation, the delivery to and acceptance of the work of art by the art dealer constitutes a consignment, unless the delivery to the art dealer is pursuant to an outright sale for which the artist receives or has received full compensation for the work of fine art upon delivery.
History:
1983 c 165 s 2
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.03 — Results Of Consignment; Artist-art Dealer Relationships.

324.03 RESULTS OF CONSIGNMENT; ARTIST-ART DEALER RELATIONSHIPS.
A consignment of a work of fine art results in all of the following:
(1) the art dealer, after delivery of the work of art, is an agent of the artist for the purpose of sale or exhibition of the consigned work of art within the state of Minnesota;
(2) the work of art is property held in trust by the consignee for the benefit of the consignor and is not subject to claim by a creditor of the consignee;
(3) the consignee is responsible for the loss of, or damage to, the work of art; and
(4) the proceeds from the sale of the work of art must be held in trust by the consignee for the benefit of the consignor. The proceeds must first be applied to pay any balance due to the consignor, unless the consignor expressly agrees otherwise in writing.
History:
1983 c 165 s 3
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.04 — Trust Property.

324.04 TRUST PROPERTY.
A work of art received as a consignment remains trust property until the consignor has been paid in full, notwithstanding the subsequent purchase of it by the consignee directly or indirectly for the consignee's own account. If the work is thereafter resold to a bona fide purchaser before the consignor has been paid in full, the proceeds of the resale received by the consignee constitute funds held in trust for the benefit of the consignor to the extent necessary to pay any balance still due to the consignor. The trusteeship continues until the fiduciary obligation of the consignee with respect to this transaction is discharged in full.
History:
1983 c 165 s 4
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.05 — Application.

324.05 APPLICATION.
Sections 324.01 to 324.05 do not apply to a written contract executed prior to August 1, 1983, unless either the parties agree by mutual consent that sections 324.01 to 324.05 apply, or the contract is extended or renewed after August 1, 1983.
The provisions of sections 324.01 to 324.05 prevail over any conflicting or inconsistent provisions of chapter 336 affecting the subject matter of these sections.
History:
1983 c 165 s 5
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.06 — Definitions.

324.06 DEFINITIONS.
As used in sections 324.06 to 324.10:
(1) "artist" means the person who conceived or created the master image for, or which served as model for, the print;
(2) "catalog" means an advertising medium published by a single individual or firm which solicits consumers to order fine prints through the mail or by telephone. Magazines, circulars, and newspapers are not considered catalogs;
(3) "edition" means the number of fine prints made from the plate or negative during a single run;
(4) "fine print" or "print" means the product created by an artist by a process commonly used in graphic or photographic arts, including, but not limited to, engraving, etching, woodcutting, lithography, serigraphy, or photography;
(5) "impression" means the printed image on suitable material, whether paper or any other substance, made off the plate or negative by printing, stamping, casting, developing, or any other process commonly used in the graphic or photographic arts;
(6) "plate" includes any plate, stone, block, or other material created by the artist, used for the purpose of creating the print from which the impression or impressions were taken;
(7) "negative" includes any negative, photographic plate, slide, or other material created by the artist and used for the purpose of creating the print from which the impression or impressions were taken;
(8) "reproduction" means a copy of an original or a copy of a print made by a commercial mechanical process; and
(9) "signed fine print" means a fine print autographed by the artist, irrespective of whether it was signed or unsigned in the plate or negative.
History:
1984 c 450 s 1
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.07 — Exceptions.

324.07 EXCEPTIONS.
Sections 324.06 to 324.10 do not apply to:
(1) prints which are printed prior to the effective date of sections 324.06 to 324.10; or
(2) prints which are not offered for sale by means of a catalog and which are not alleged to be numbered or limited editions and signed by the artist; or clearly and conspicuously described as reproductions; and
(3) prints which are sold or offered at a price less than $250.
History:
1984 c 450 s 2
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.08 — Acts Prohibited; Disclosure Statements.

324.08 ACTS PROHIBITED; DISCLOSURE STATEMENTS.
Subdivision 1.
Advertising disclosures.
No catalog offering fine prints for sale in this state shall be knowingly published or distributed, or both, unless it clearly and conspicuously discloses the relevant informational detail as required by section 324.09 concerning each edition of the prints so offered or states that the relevant information is available on request.
Subd. 2.
Advertising disclaimer.
If the person offering fine prints by means of a catalog disclaims knowledge as to any relevant detail referred to in section 324.09, that person shall so state the information is unknown or not available. Describing the edition as an edition of "reproductions" eliminates the need to furnish further informational details unless the edition was allegedly published in a numbered, or limited edition, and signed by the artist, in which case all of the informational details are required to be furnished.
Subd. 3.
Sales disclosures.
No fine print may be knowingly sold in this state by any person unless a written invoice or receipt for the purchase price or a certificate furnished to the purchaser clearly and conspicuously discloses all of the relevant informational details required under section 324.09; or the seller states or clearly and conspicuously posts that the relevant information is available on request.
Subd. 4.
Sales disclaimer.
If the seller disclaims knowledge as to any relevant detail referred to in section 324.09, the seller shall so state the information is unknown or not available. Describing the print as a "reproduction" eliminates the need to furnish information details unless it was allegedly published in a numbered, or limited edition, and signed by the artist, in which case all of the informational details are required to be furnished.
History:
1984 c 450 s 3; 1986 c 444
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.09 — Informational Detail.

324.09 INFORMATIONAL DETAIL.
The following informational detail is required under section 324.08:
(1) the name of the artist and the year when the fine print was printed;
(2) the authorized maximum number of artist's, publisher's, printer's, or other proofs, if any, outside of the regular edition and the total size of the edition;
(3) whether the plate or negative has been destroyed, altered, or defaced, after the latest edition;
(4) if there were any prior fine prints of the same impression, utilizing a different process, paper, media, or color, the total number of the fine prints and designation of the fine prints;
(5) if there were any prior or later editions from the same plate or negative.
History:
1984 c 450 s 4
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 324 — Art; Fine Prints › Section 324.10 — Liability.

324.10 LIABILITY.
(a) Any person who sells a fine print and who fails to disclose the information required by section 324.09 is liable to the purchaser thereof in an amount equal to the purchase price of the fine print, including any sales tax paid.
(b) In addition to the liability imposed by paragraph (a), a person who sells a fine print and who willfully provides false information required by section 324.09 is liable to the purchaser in the amount of $1,000 or in an amount equal to three times the purchase price of the fine print, whichever is greater.
(c) No action can be maintained to enforce any liability under this section unless the person who is injured by the failure to disclose returns the fine print in original condition to the person violating the provisions of paragraph (a) or (b) and the action is brought within one year after discovery of the violation upon which it is based and in no event more than three years after the fine print was sold.
History:
1984 c 450 s 5
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.01 — Definitions.

325A.01 DEFINITIONS.
Subdivision 1.
Scope.
As used in sections 325A.01 to 325A.10, the following terms shall have the meanings given.
Subd. 2.
Contract for invention development services.
"Contract for invention development services" includes a contract by which an invention developer undertakes to develop or promote an invention for a customer.
Subd. 3.
Customer.
"Customer" means any natural person who is solicited by, inquires about, seeks the services of or enters into a contract with an invention developer for invention development services.
Subd. 4.
Invention.
"Invention" includes a process, machine, manufacture, composition of matter, improvement upon the foregoing, or a concept.
Subd. 5.
Invention developer.
"Invention developer" means any person, firm, corporation or association and the agents, employees or representatives of the person, firm, corporation or association which develops or promotes or offers to develop or promote an invention of a customer in order that the customer's invention may be patented, licensed or sold for manufacture or manufactured in large quantities, except the term does not include:
(1) a partnership or corporation when all of its partners, stockholders or members are licensed by a state or the United States to render legal advice concerning patents and trademarks, or a person so licensed,
(2) a department or agency of the federal, state or local government,
(3) a charitable, scientific, educational, religious or other organization registered under section 309.52 or described in section 170 (b) (1) (A) of the Internal Revenue Code of 1954, as amended and in effect on January 1, 1977,
(4) a person, firm, corporation, association or other entity that does not charge a fee for invention development services, or
(5) any person, firm, corporation, association or other entity whose gross receipts from contracts for invention development services do not exceed ten percent of its gross receipts from all sources during the fiscal year preceding the year in which any contract for invention development services is signed.
For the purposes of this subdivision, "fee" shall include any payment made by the customer to the entity, including reimbursements for expenditures made or costs incurred by such entity, but shall not include a payment made from a portion of the income received by a customer by virtue of invention development services performed by the entity.
Subd. 6.
Invention development services.
"Invention development services" includes acts required or promised to be performed, or actually performed by an invention developer for a customer.
Subd. 7.
Business day.
"Business day" means any day other than a Saturday, Sunday or holiday as defined in section 645.44, subdivision 5.
History:
1977 c 288 s 1
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.02 — General Contract Regulation.

325A.02 GENERAL CONTRACT REGULATION.
Subdivision 1.
Written contract; customer copy.
Every contract for invention development services shall be in writing and shall be subject to the provisions of sections 325A.01 to 325A.10. A copy of each fully executed, written contract shall be given to the customer at the time the customer signs the contract.
Subd. 2.
Multiple contracts or performance phases; written statement and summary to customer.
If one or more contracts are contemplated by the invention developer in connection with an invention or if the invention developer contemplates performance of services in connection with an invention in more than one phase with the performance of each phase covered in one or more contracts, the invention developer shall so state in a written statement and shall supply to the customer the written statement together with a copy of each contract or a written summary of the general terms of each contract, including the total cost or consideration required from the customer, before the customer signs the first contract.
History:
1977 c 288 s 2; 1986 c 444
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.03 — Right Of Cancellation.

325A.03 RIGHT OF CANCELLATION.
Subdivision 1.
Form and manner.
Notwithstanding any contractual provision to the contrary, the customer shall have the unconditional right to cancel a contract for invention development services for any reason at any time before midnight of the third business day following the date the invention developer and the customer sign the contract and the customer receives a fully executed copy of it. Written notice of cancellation may be delivered personally or by mail. If given by mail, the notice is effective upon deposit in a mailbox, properly addressed and postage prepaid. Notice of cancellation need not take a particular form and is sufficient if it indicates, by any form of written expression, the intention of the customer not to be bound by the contract. Within ten business days after receipt of the notice of cancellation, the invention developer shall deliver to the customer, personally or by mail, all moneys paid, any note or other evidence of indebtedness and all materials provided by the customer.
Subd. 2.
Contract notice.
Every contract for invention development services shall contain the following statement in 10-point boldface type immediately above the place where the customer signs the contract:
"The three business day period during which you may cancel this contract for any reason by mailing or delivering written notice to the invention developer will expire on (last date to mail or deliver notice). If you choose to mail your notice, it must be placed in the United States mail addressed to (Name of Invention Developer), at (Address of Invention Developer's Place of Business) with first class postage prepaid before midnight of this date. If you choose to personally deliver your notice to the invention developer, it must be delivered by the end of the developer's normal business day on this date."
History:
1977 c 288 s 3; 1986 c 444
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.05 — Disclosures Made Prior To Contract.

325A.05 DISCLOSURES MADE PRIOR TO CONTRACT.
Subdivision 1.
Requirement.
In either the first written communication from the invention developer to a specific customer or at the first personal meeting between the invention developer and a customer, the invention developer shall make a written disclosure to the customer of the information required in this section.
Subd. 2.
Median fee.
The disclosure shall state the median fee charged to all of the invention developers' customers who have signed contracts with the developer in the preceding six months, excluding customers who have signed in the preceding 30 days.
Subd. 3.
Other customers.
The disclosure shall include a single statement setting forth (1) the total number of customers who have contracted with the invention developer, except that the number need not reflect those customers who have contracted within the preceding 30 days, and (2) the number of customers who have received by virtue of the invention developer's performance of invention development services an amount of money in excess of the amount of money paid by those customers to the invention developer pursuant to a contract for invention development services.
Subd. 4.
Intellectual property statement.
The disclosure shall contain the following statement:
"An invention developer who is also a lawyer may give you legal advice concerning patent, copyright, or trademark law or to advise you of whether your idea or invention may be patentable or may be protected under the patent, copyright, or trademark laws of the United States or any other law. An invention developer who is not a lawyer may not give you legal advice on these subjects.
No patent, copyright or trademark protection will be acquired for you by the invention developer. Your failure to inquire into the law governing patent, copyright or trademark matters may jeopardize your rights in your idea or invention, both in the United States and in foreign countries. Your failure to identify and investigate existing patents, trademarks or registered copyrights may place you in jeopardy of infringing the copyrights, patent or trademark rights of other persons if you proceed to make, use, distribute or sell your idea or invention."
History:
1977 c 288 s 5; 1986 c 444
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.06 — Financial Requirements.

325A.06 FINANCIAL REQUIREMENTS.
Subdivision 1.
Surety bond.
Every invention developer rendering, offering to render, or advertising invention development services in this state shall maintain a continuous corporate surety bond issued by a surety admitted to do business in this state, and equal to either ten percent of the invention developer's gross income from the invention development business in this state during the invention developer's preceding fiscal year, or $50,000, whichever is larger. A copy of the bond shall be approved by and filed with the attorney general before the invention developer renders, offers to render, or advertises invention development services in this state. The attorney general shall maintain a list of all outstanding bonds filed under this subdivision. The invention developer shall have 90 days after the end of each fiscal year within which to change the bond as may be necessary to conform to the requirements of this subdivision.
Subd. 2.
Bond administration and enforcement.
The bond required by subdivision 1 shall be in favor of the state of Minnesota for the benefit of any person who, after entering into a contract for invention development services with an invention developer, is damaged by fraud or dishonesty of the invention developer in performance of the contract, by the insolvency or the cessation of business by the invention developer or by the intentional violation of sections 325A.01 to 325A.10 by the invention developer. Any person claiming against the bond may maintain an action at law against the invention developer and the surety company.
The aggregate liability of the surety company to all persons for all breaches of conditions of the bond shall in no event exceed the amount of the bond.
Subd. 3.
[Repealed, 2001 c 190 s 5]
History:
1977 c 288 s 6; 2001 c 190 s 2; 2004 c 251 s 11
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.07 — Restriction On Use Of Negotiable Instruments.

325A.07 RESTRICTION ON USE OF NEGOTIABLE INSTRUMENTS.
In connection with a contract for invention development services, the invention developer shall not take from a customer a negotiable instrument other than a check as evidence of the obligation of the customer. A holder is not a holder in due course if the holder takes a negotiable instrument taken from a customer in violation of this section.
History:
1977 c 288 s 7; 1986 c 444
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.08 — Records.

325A.08 RECORDS.
Every invention developer shall maintain all records and correspondence relating to performance of each invention development contract for a period of not less than three years after expiration of the term of the contract.
History:
1977 c 288 s 8
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325A — Invention Services › Section 325A.09 — Remedies And Enforcement.

325A.09 REMEDIES AND ENFORCEMENT.
Subdivision 1.
Compliance with other law.
The provisions of sections 325A.01 to 325A.10 are not exclusive and do not relieve the parties or the contract from compliance with all other applicable provisions of law.
Subd. 2.
Compliance with act.
Any contract for invention development services that does not comply with the applicable provisions of sections 325A.01 to 325A.10 shall be unenforceable against the customer as contrary to public policy, provided that no contract shall be unenforceable if the invention developer proves that noncompliance was unintentional and resulted from a bona fide error in spite of reasonable procedures adopted to avoid any such errors, and if the invention developer makes an appropriate correction.
Subd. 3.
Fraud, misrepresentation, or deceptive practices.
Any contract for invention development services entered into by a customer with an invention developer who has used any fraud, false pretense, false promise, misrepresentation, misleading statement or deceptive practice in respect to that customer with the intent that the customer rely thereon, whether or not the customer was in fact misled, deceived or damaged, shall be unenforceable against the customer.
Subd. 4.
Waivers void.
Any waiver by the customer of the provisions of sections 325A.01 to 325A.10 shall be deemed contrary to public policy and shall be void and unenforceable.
Subd. 5.
Private actions.
Any person who has been injured by a violation of sections 325A.01 to 325A.10 by an invention developer, by any false or fraudulent statement, representation or omission of material fact by an invention developer or by failure of an invention developer to make all the disclosures required by sections 325A.01 to 325A.10 may bring a civil action against the invention developer for the damages sustained together with costs and disbursements, including reasonable attorney's fees. The court in its discretion may increase the award of damages to an amount not to exceed three times the damages sustained or $10,000, whichever is greater.
Subd. 6.
Contract voidability.
Failure to make the disclosures required by section 325A.05 shall render any contract subsequently entered into between the customer and the invention developer voidable by the customer.
Subd. 7.
Attorney general enforcement.
In addition to the penalties provided in subdivisions 1 to 6, any invention developer who is found to have violated sections 325A.01 to 325A.10 shall be deemed in violation of section 325F.69, subdivision 1, and the provisions of section 8.31 shall apply.
Subd. 8.
Limitation on actions.
The statute of limitations on actions arising out of a breach of contract for invention development services shall be six years as provided in section 541.05, subdivision 1.
History:
1977 c 288 s 9; 1986 c 444; 2001 c 190 s 3,4
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325B — Beer Brewers And Wholesalers › Section 325B.01 — Definitions.

325B.01 DEFINITIONS.
Subdivision 1.
Scope.
As used in sections 325B.01 to 325B.17 and unless otherwise required by the context, the terms defined in this section have the meanings given them.
Subd. 2.
Agreement.
"Agreement" means one or more of the following:
(a) a commercial relationship between a beer wholesaler and a brewer of a definite or indefinite duration, which is not required to be evidenced in writing;
(b) a relationship whereby the beer wholesaler is granted the right to offer and sell a brand or brands of beer offered by a brewer;
(c) a relationship whereby the beer wholesaler, as an independent business, constitutes a component of a brewer's distribution system;
(d) a relationship whereby the beer wholesaler's business is substantially associated with a brewer's brand or brands, designating the brewer;
(e) a relationship whereby the beer wholesaler's business is substantially reliant on a brewer for the continued supply of beer;
(f) a written or oral arrangement for a definite or indefinite period whereby a brewer grants to a beer wholesaler a license to use a brand, trade name, trademark, or service mark, and in which there is a community of interest in the marketing of goods or services at wholesale or retail.
Subd. 3.
Beer wholesaler.
"Beer wholesaler" shall mean any person importing or causing to be imported into this state or purchasing or causing to be purchased within this state, any beer for sale or resale to retailers or wholesalers, without regard to whether the business of the person is conducted under the terms of an agreement with a brewer.
Subd. 4.
Brewer.
"Brewer" means every brewer or importer of beer located within or without the state of Minnesota, who enters into an "agreement" with any beer wholesaler doing business in the state of Minnesota.
Subd. 5.
Person.
"Person" means a natural person, corporation, partnership, trust, agency, or other entity as well as the individual officers, directors or other persons in active control of the activities of each such entity. Person also includes heirs, assigns, personal representatives and guardians.
Subd. 6.
Successor.
"Successor" means a person who replaces a brewer, importer, or wholesaler with regard to the right to manufacture, sell, distribute, or import a brand or brands of beer.
Subd. 7.
Territory.
"Territory" or "sales territory" means the area of primary sales responsibility designated by any agreement between any beer wholesaler and brewer for the brand or brands of any brewer.
History:
1977 c 328 s 1; 1988 c 449 s 1; 1998 c 364 s 1
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325B — Beer Brewers And Wholesalers › Section 325B.02 — No Inducement Or Coercion.

325B.02 NO INDUCEMENT OR COERCION.
No brewer shall:
(1) Induce or coerce, or attempt to induce or coerce, any beer wholesaler to accept delivery of any alcoholic beverage or any other commodity which shall not have been ordered by the beer wholesaler.
(2) Induce or coerce, or attempt to induce or coerce, any beer wholesaler to do any illegal act or thing by threatening to amend, cancel, terminate, or refuse to renew any agreement existing between a brewer and a beer wholesaler.
(3) Require a wholesaler to assent to any condition, stipulation or provision limiting the wholesaler's right to sell the product of any other brewer anywhere in the state of Minnesota, provided that the acquisition of the product of another brewer does not materially impair the quality of service or quantity of sales of the existing brand or brands of the brewer seeking to impose the condition, stipulation or provision.
(4) Refuse to supply, in reasonable quantities and within a reasonable time after receipt of the wholesaler's order, beer ordered by a wholesaler who has an agreement with the brewer for sale and distribution of the brewer's beer, unless the refusal to supply is due to:
(i) the brewer's prudent and reasonable restrictions on extension of credit to the wholesaler;
(ii) weather or other natural events;
(iii) a work stoppage or delay resulting from a strike or other labor dispute;
(iv) a bona fide shortage of materials;
(v) a freight embargo; or
(vi) any other cause over which the brewer or the brewer's agents have no control.
History:
1977 c 328 s 2; 1986 c 444; 1994 c 611 s 1
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325B — Beer Brewers And Wholesalers › Section 325B.03 — No Dual Distribution.

325B.03 NO DUAL DISTRIBUTION.
No brewer who designates a sales territory for which any wholesaler shall be primarily responsible shall enter into any agreement with any other beer wholesaler for the purpose of establishing an additional agreement for its brand or brands of beer in the same territory served by a beer wholesaler with that particular brand.
History:
1977 c 328 s 3
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325B — Beer Brewers And Wholesalers › Section 325B.031 — Brands; Brand Extensions.

325B.031 BRANDS; BRAND EXTENSIONS.
Subdivision 1.
Definitions.
For purposes of this section:
(a) "Brand" is any word, name, group of letters, symbol, or combination thereof, that is adopted and used by a brewer or importer to identify a specific beer product, and to distinguish that beer product from another beer product.
(b) "Brand extension" is any brand that (1) incorporates all or a substantial part of the unique features of a preexisting brand of the same brewer or importer, and (2) which relies to a significant extent on the goodwill associated with that preexisting brand.
Subd. 2.
Brand extension to be assigned.
A brewer or importer who assigns a brand extension to a wholesaler must assign the brand extension to the wholesaler to whom the brewer or importer granted the exclusive sales territory to the brand from which the brand extension resulted. This requirement does not apply to assignments of brand extensions to wholesalers that were made by a brewer or importer before May 6, 1994.
Subd. 3.
Additional brand extension.
In the event that prior to May 6, 1994, a brewer or importer had assigned a brand extension to a wholesaler who was not the appointed wholesaler for the brand from which the brand extension was made, then any additional brand extension must be assigned to the wholesaler who first had the brand.
History:
1994 c 611 s 2
2023 Minnesota Statutes › Chapters 324 - 342 — Trade Regulations, Consumer Protection › Chapter 325B — Beer Brewers And Wholesalers › Section 325B.04 — Termination Of Agreements.

325B.04 TERMINATION OF AGREEMENTS.
Subdivision 1.
Terminations.
Notwithstanding the terms, provisions or conditions of any agreement, no brewer shall amend, cancel, terminate or refuse to continue to renew any agreement, or cause a wholesaler to resign from an agreement, unless the brewer:
(1) has satisfied the notice and opportunity to cure requirements of section 325B.05;
(2) has acted in good faith; and
(3) has good cause for the cancellation, termination, nonrenewal, discontinuance, or forced resignation.
Subd. 2.
Good cause.
For purposes of subdivision 1:
(a) "Good cause" includes, but is not limited to, the following:
(1) revocation of the wholesaler's license under section 340A.304;
(2) the wholesaler's bankruptcy or insolvency;
(3) assignment of the assets of the wholesaler for the benefit of creditors, or a similar disposition of the wholesaler's assets; or
(4) a failure by the wholesaler to substantially comply, without reasonable excuse or justification, with any reasonable and material requirement imposed on the wholesaler by the brewer, where the failure was discovered by the brewer not more than one year before the date on which the brewer gave notice to the wholesaler under section 325B.05.
(b) "Good cause" does not include the sale or purchase of a brewer.
History:
1977 c 328 s 4; 1986 c 444; 1994 c 611 s 3