Does the Ben Jerrys agreement supersede prior agreements?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPTS]
15. ENTIRE AGREEMENT
- 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, along with its attachments and referenced documents, constitutes the entire agreement between Ben Jerrys and the prospective operator or developer. This agreement supersedes any prior agreements, indicating that all previous understandings or arrangements are replaced by the terms and conditions outlined in the current agreement. This ensures that both parties are bound by the most recent and complete set of terms.
However, there is an important exception. The Ben Jerrys agreement does not disclaim or require the prospective operator or developer to waive reliance on any representation that Ben Jerrys made in the most recent disclosure document. This includes exhibits and amendments delivered to the prospective operator or their representative. This provision protects the franchisee by ensuring that they can rely on the information provided in the FDD, subject to any agreed-upon changes reflected in the final agreement.
In practical terms, this means that a prospective Ben Jerrys franchisee should carefully review the current franchise agreement and the most recent FDD. While the franchise agreement takes precedence over prior discussions or agreements, the franchisee retains the right to rely on the representations made by Ben Jerrys in the FDD. Any discrepancies or concerns should be addressed and clarified in writing before signing the agreement to ensure that both parties are in full agreement on all terms and conditions.