Can the Ben Jerrys agreement be executed in counterparts?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement shall not be binding on either party until it is executed by both parties.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute one and the same instrument.
Each party agrees that this Agreement and any other documents entered into in connection with this Agreement are signed when a party's signature is delivered either as an original handwritten signature or through electronic means.
Electronic signatures are to be treated the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
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 be executed in counterparts. Specifically, the agreement may be executed in two or more counterparts, and each of these will be considered an original. All of the counterparts together will constitute a single instrument.
This means that the franchisee and Ben Jerrys do not necessarily have to sign the same physical document at the same time. Each party can sign a separate copy of the agreement, and these separate copies will collectively form the complete and legally binding agreement. This practice is common in franchising and business transactions generally, as it allows for flexibility when parties are geographically separated or have different signing schedules.
Furthermore, the Ben Jerrys FDD states that the agreement is not binding on either party until it is executed by both parties. The document also clarifies that signatures can be delivered either as original handwritten signatures or through electronic means, and that electronic signatures are treated the same as handwritten signatures in terms of validity, enforceability, and admissibility. This provides additional flexibility in the execution process, allowing for the use of digital signature platforms and remote signing, which can streamline the agreement process.