Is the ADR Process required before filing a legal action related to the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.2 Except as otherwise provided in this Agreement, any claim or controversy arising out of or related to this Agreement (including any claim that the Agreement or any of its provisions is invalid, illegal, or otherwise voidable or void), the relationship between BEN & JERRY'S and DEVELOPER, or DEVELOPER'S operation of the Scoop Shop shall, as a condition to filing the legal action, first be subject to the alternative dispute resolution process ("ADR Process"). The ADR Process shall not be required by either BEN & JERRY'S or DEVELOPER with respect to (a) any claim or dispute involving actual or threatened disclosure or misuse of the confidential information of BEN & JERRY'S, (b) any claim or dispute involving the ownership, validity, or use of the Proprietary Marks, (c) any claim or dispute related to monies
owed to BEN & JERRY'S by DEVELOPER; d) any claim or dispute involving the insurance or indemnification provisions of this Agreement, or (e) any action to enforce the covenants set forth in Section 8 of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, with some exceptions, any claim or controversy arising out of or related to the agreement between Ben & Jerrys and the developer must first be subject to an alternative dispute resolution (ADR) process before filing a legal action.
The ADR Process is not required for claims or disputes involving: actual or threatened disclosure or misuse of Ben Jerrys's confidential information; the ownership, validity, or use of the Proprietary Marks; claims related to monies owed to Ben Jerrys by the developer; disputes involving insurance or indemnification provisions; or any action to enforce the covenants in Section 8 of the agreement.
This means that a Ben Jerrys franchisee may be required to go through mediation or other forms of dispute resolution before initiating a lawsuit against Ben Jerrys, potentially saving time and legal costs. However, certain critical issues like intellectual property or confidential information can be pursued immediately through legal action without ADR.
It is important for a prospective Ben Jerrys franchisee to understand these conditions and exceptions, as they could significantly impact how disputes are resolved and the speed with which legal remedies can be pursued. Franchisees should consult with legal counsel to fully understand their rights and obligations under the franchise agreement.