What is the alternative dispute resolution process called in the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
ence to a "controlling" interest in an entity shall mean more than fifty percent (50%) of the equity or voting control of such entity.
17. APPLICABLE LAW
- 17.1 This Agreement takes effect upon its acceptance and execution by BEN & JERRY'S, and shall be interpreted and construed exclusively under the laws of the State of Vermont, which laws shall prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of the choice-of-law rules of such state); provided, however, that if any provision of this Agreement, including the covenants in Section 8 of this Agreement, would not be enforceable under the laws of the State of Vermont and the Development Area (or any portion of the Development Area) is outside of the State of Vermont, then that provision shall be interpreted and construed under the laws of the state in which the Development Area (or any portion of the Development Area) is located. Nothing in this Section 17 is intended by the parties to subject this Agreement to any franchise or similar law, rule, or regulation to which this Agreement would not otherwise be subject.
- 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.
- 17.3 The ADR Process under this Section 17 is not intended to alter or suspend the rights or obligations of the parties under this Agreement or to determine the validity or effect of any provision of this Agreement, but is intended to furnish the parties an opportunity to resolve disputes amicably, expeditiously and in a cost-effective manner on mutually acceptable terms.
- 17.3.1 The ADR Process provided for hereunder shall be commenced by a party wishing to resolve a dispute (the "Complainant"). The Complainant shall initiate negotiation proceedings by sending a certified or registered letter to the party with whom dispute resolution is sought (the "Respondent") setting forth the particulars of the dispute, the term(s) of this Agreement (if any) that are involved, and a proposed resolution of the dispute. All aspects of the ADR Process shall be treated as confidential, shall not be disclosed to others, and shall not be offered or admissible in any other proceeding or legal action whatsoever.
- 17.3.2 The Respondent must respond within thirty (30) days of receipt with a written explanation and response to the proposed resolution.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, any claim or controversy arising out of or related to the agreement is subject to the "ADR Process" as a condition of filing a legal action. This process does not apply to claims involving confidential information, proprietary marks, monies owed to Ben Jerrys, insurance or indemnification provisions, or actions to enforce covenants in Section 8 of the agreement.
The ADR Process is designed to allow both parties to resolve disputes amicably, quickly, and cost-effectively. The process begins with the Complainant (the party initiating the dispute) sending a certified or registered letter to the Respondent, detailing the dispute, relevant terms of the agreement, and a proposed resolution. The Respondent has 30 days to respond with a written explanation and counter-proposal.
If the dispute remains unresolved after correspondence, both parties must meet at a location determined by Ben Jerrys within 60 days of the initial letter to attempt resolution. If this meeting does not resolve the issue within 60 days (or an agreed-upon extension), the parties will then submit to non-binding mediation conducted by a Designated Mediator mutually agreed upon by Ben Jerrys and the Developer. All aspects of the ADR Process are to be treated as confidential and are inadmissible in any other proceeding or legal action. Each party bears its own mediation costs and splits the mediator's costs.