Can the Ben Jerrys agreement be amended, changed, or varied?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.1 This Agreement, the attachments hereto, and the documents referred to herein constitute the entire Agreement between BEN & JERRY'S and DEVELOPER concerning the subject matter hereof, supersedes any prior agreements, and no other representations having induced DEVELOPER to execute this Agreement. Except for those permitted to be made unilaterally by BEN & JERRY'S hereunder, no amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
- 15.2 Notwithstanding the foregoing, nothing in this Agreement shall disclaim or require DEVELOPER to waive reliance on any representation that BEN & JERRY'S made in the most recent disclosure document (including its exhibits and amendments) that BEN & JERRY'S delivered to DEVELOPER or its representative, subject to any agreed-upon changes to the contract terms and conditions described in that disclosure document and reflected in this Agreement (including any riders or addenda signed at the same time as this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement can only be amended, changed, or varied if both Ben Jerrys and the franchisee mutually agree to the changes in writing, with authorized officers or agents executing the agreement. This requirement ensures that any modifications to the original agreement are formally documented and agreed upon by both parties, protecting the interests of both Ben Jerrys and the franchisee. However, Ben Jerrys retains the right to make certain unilateral changes as permitted within the agreement itself.
This clause is standard in franchise agreements to maintain consistency and clarity in the contractual relationship. It prevents either party from unilaterally altering the terms of the agreement, which could lead to disputes or misunderstandings. The written requirement provides a clear record of any changes, reducing the potential for future disagreements about the agreed-upon terms.
However, the agreement does not disclaim or require the franchisee to waive reliance on any representation that Ben Jerrys made in the most recent disclosure document, including its exhibits and amendments. This protection is subject to any agreed-upon changes to the contract terms and conditions described in that disclosure document and reflected in the agreement, including any riders or addenda signed at the same time as the agreement. This ensures that franchisees can rely on the information provided in the FDD, subject to any negotiated changes incorporated into the final agreement.
Prospective franchisees should pay close attention to this clause, ensuring they understand that any desired changes to the franchise agreement must be negotiated and documented in writing. It is also important to carefully review the disclosure document and any amendments to understand the representations made by Ben Jerrys and how they are incorporated into the agreement.