What is the alternative dispute resolution process referred to in the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 26.2 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 OPERATOR, or OPERATOR'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 OPERATOR 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 OPERATOR (including, but not limited to, all actions to collect such monies owed (whether by BEN & JERRY'S or a collection agency designated by BEN & JERRY'S)), (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 17 of this Agreement.
- 26.3 The ADR Process under this Section 26 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.
- 26.3.1 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 the 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.
- 26.3.2 The Respondent must respond within thirty (30) days of receipt with a written explanation and response to the proposed resolution.
- 26.3.3 If the dispute is not resolved through correspondence, then the Complainant and Respondent shall meet at a place determined by BEN & JERRY'S on at least one (1) occasion within sixty (60) days of receipt of the initial letter in an attempt to resolve the dispute.
- 26.3.4 If the Complainant and Respondent are unable to resolve the dispute within sixty (60) days of receipt of the initial letter (or within such extended period of time as the Complainant and Respondent shall agree upon in writing), the parties will then submit the dispute to non-binding mediation.
- 26.3.5 Non-binding mediation hereunder shall be conducted by a mediator (the "Designated Mediator") mutually agreeable to BEN & JERRY'S and OPERATOR. The parties shall attempt to agree upon a mediator within one hundred and twenty (120) days of receipt of the initial letter or within sixty (60) days of any extended period as may be agreed upon by the parties in writing.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement stipulates an alternative dispute resolution (ADR) process that franchisees must undergo before filing a legal action. This process is designed to facilitate amicable, quick, and cost-effective resolutions. However, certain claims are exempt from this ADR requirement, including those involving the misuse of confidential information, disputes over proprietary marks, claims related to monies owed to Ben Jerrys, insurance or indemnification disputes, and actions to enforce specific covenants within the agreement.
The ADR process begins with the Complainant (the party initiating the dispute) sending a certified or registered letter to the Respondent (the other party) detailing the dispute, relevant agreement terms, and a proposed resolution. The Respondent then has 30 days to respond with a written explanation. If the dispute remains unresolved through correspondence, both parties must meet at a location determined by Ben Jerrys within 60 days of the initial letter to attempt resolution.
If the dispute persists after this meeting, the parties will proceed to non-binding mediation, facilitated by a mutually agreed-upon Designated Mediator. The parties have 120 days from the initial letter (or an agreed-upon extended period) to select a mediator. All aspects of the ADR process are to be treated as confidential and are inadmissible in any other legal proceedings. This structured approach aims to resolve conflicts efficiently, although it does not alter or suspend the parties' rights or obligations under the agreement.