IP Law Daily, INDUSTRY NEWS—Squeegee Squad franchise guarantor’s counterclaims are wiped in part on motion to dismiss, (Aug 7, 2026)

By Justin Marcus Smith, J.D.

The court declined to hold the franchise guarantor foreclosed from enforcing the franchise agreement, at least at this early stage of the proceedings, especially after it had just recently entered an injunction against the guarantor.

The individual guarantor and owner of a Squeegee Squad franchise, Eric Bernadin (the guarantor) failed to plead breach of contract and tortious interference counterclaims in sufficient detail to comport with Fed. R. Civ. P. 12(b)(6), held the federal district court in Minneapolis, Minnesota. It was not clear, among other deficiencies, whether the pro se guarantor wanted to plead breach of the franchise agreement itself or of some other agreement or understanding with the franchisor. Dismissals of the breach of contract and tortious interference with business relationships counterclaims were without prejudice in light of the guarantor’s pro se status. However, the court permitted the guarantor’s unjust enrichment equitable cause of action to proceed, at least for now, as a pleading in the alternative. The franchisor failed to persuade the court that Bernadin was merely personal guarantor of the franchise agreement who lacked standing to enforce its terms. The court denied leave to amend because the amended answer the guarantor had already proposed for filing did not cure the pleading deficiencies the court noted. However, the court said it would consider leave to amend if the guarantor were to submit an adequately amended pleading (Jack & Joe’s Franchising, Inc. v. EB Window Cleaning LLC, No. 0:25-cv-02776-KMM-SGE (D. Minn. Jul. 31, 2026)).

Background. Jack & Joe’s Franchising, Inc., doing business as Squeegee Squad (franchisor), entered into a franchise agreement in October 2023 with EB Window Cleaning LLC in Northeast Miami-Dade County and Bernadin, a natural person guarantor who operated the franchise (collectively, the franchisees).

The franchisor terminated the franchise agreement in June 2025 after the franchisees allegedly failed to provide complete audit information. The franchisor soon thereafter sued for trademark infringement, breach of the franchise agreement, unfair competition, and defamation. The franchisor sought preliminary injunctive relief to stop alleged misuse of Squeegee squad trademarks and related conduct.

After unsuccessful court-sponsored settlement efforts, the pro se franchisees moved to compel arbitration. They argued the dispute was subject to the agreement’s arbitration clause. The district court declined to compel arbitration, but it granted the franchisor’s motion for a preliminary injunction. The court enjoined the franchisees from violating the post-termination noncompete, defaming Squeegee Squad, and from using the Squeegee Squad protected trademarks in any unauthorized manner. The court found the franchise agreement expressly permitted the franchisor to seek immediate judicial relief to enforce trademark and post-termination obligations).

EB Window Cleaning LLC presently remained unrepresented and in procedural default, but its natural person guarantor filed an answer on his own behalf. The guarantor’s answer raised four counterclaims against Squeegee Squad: (1) breach of contract; (2) “wrongful termination/ breach of agreement”; (3) interference with business relationships; and (4) unjust enrichment.

On April 23, 2026, the Squeegee Squad franchisor filed the instant motion to dismiss for failure to state a claim under Fed. R. Civ. P. 12(b)(6). The franchisor analyzed the guarantor’s contract claims under Minnesota law and his remaining claims under both Florida and Minnesota law. The court noted it had previously engaged in choice-of-law analysis and applied Florida law to the franchisor’s contract claims, and that it would continue to do so for the same reasons. The court did not find any conflict between Florida or Minnesota law on the tortious interference claim and the unjust enrichment equitable cause of action.

Guarantor standing. The court held the guarantor was “not a standard outsider to the contract.” The guarantor’s obligations in the franchise agreement were “numerous.” The franchisor also did not point to any language in the franchise agreement suggesting the guarantor could not enforce it. The court noted it had just recently enjoined the guarantor to comply with the franchise agreement. Cases the franchisor cited, meanwhile, were not Minnesota or Florida cases, and they were not squarely on point. The court declined to conclude, at this stage, that the guarantor was entirely foreclosed from suing to enforce the franchise agreement.

Breach counterclaims. The guarantor did not adequately plead his breach of contract counterclaim. There were no specific allegations of what relevant representations and agreements the franchisor failed to honor, nor did the guarantor allege whether he substantially performed his own obligations. It was not even clear whether the guarantor referred to breach of the franchise agreement itself or of other agreements or understandings between the parties. The court accordingly dismissed the breach of contract counterclaim.

The court dismissed the wrongful termination claim for the same reasons. The guarantor did not specify which terms the franchisor allegedly violated, or whether he substantially performed his end of the agreement, and he made the same conclusory statement about damages.

Unjust enrichment. The court analyzed that Minnesota and Florida law both provide that unjust enrichment is an equitable remedy that applies when no enforceable contract governs the parties’ relationship. The court disagreed with the franchisor’s argument that the unjust enrichment count must fail because a valid contract governed the parties’ relationship. The court noted that most courts allow pleading in the alternative, at least until it is clear that a valid contract makes unjust enrichment moot. The court allowed the unjust enrichment cause of action to proceed for now.

Tortious interference. There was no choice of law issue on the tortious interference counterclaims. Both Minnesota and Florida law require a party bringing a tortious interference with business relationships claim to show wrongful interference with a reasonable expectation of economic advantage or benefit.

The guarantor counterclaimed that he developed relationships with property managers and clients and that the franchisor had interfered with those relationships by redirecting the business and by requiring the sharing of contact information. Again, the guarantor should have provided more details. He did not describe how franchisor’s actions disrupted his business opportunities, how it did so wrongfully, or what relationships were involved. These deficiencies called for dismissal.

Amendment. The guarantor’s proposed amended pleading was also deficient, but the court said it would entertain leave to amend if the guarantor could propose something else that would cure the noted pleading deficiencies.

The Case is No. 0:25-cv-02776-KMM-SGE.

Judge: Menendez, K.

Attorneys: David Clifford Archer (Lathrop GPM LLP) for Jack & Joe's Franchising, Inc. Eric Bernardin, pro se.

Companies: Jack & Joe's Franchising, Inc.

News: IndustryNewsTrends MinnesotaNews