How are the captions in the Ben Jerrys agreement intended to be used?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 25.5 All captions in this Agreement are intended solely for the convenience of the parties, and no caption shall be deemed to affect the meaning or construction of any provision hereof. The word "including" shall be construed to include the words "but not limited to." The term "OPERATOR" is applicable to one or more persons, a corporation, limited liability company or a partnership and its owners, as the case may be. If two or more persons are at any time OPERATOR hereunder, whether as partners, joint venturers or otherwise, their obligations and liabilities to OPERATOR should be joint and several. Reference to a "controlling" interest in an entity shall mean more than fifty (50%) of the equity or voting control of such entity.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the captions within the franchise agreement are solely for the convenience of both parties involved. Ben Jerrys explicitly states that these captions should not influence the interpretation or construction of any provision within the agreement.
This means that if there's any ambiguity or dispute over the meaning of a clause, the heading or caption of that section should not be a factor in deciding what the clause actually means. The focus should be on the actual text of the provision itself, not the summary provided by the caption.
Additionally, the agreement clarifies that the word "including" should be interpreted as "but not limited to." This indicates that any list or examples provided after the word "including" are not exhaustive. The term "OPERATOR" can refer to one or more persons, a corporation, limited liability company or a partnership and its owners. If two or more persons are at any time OPERATOR, their obligations and liabilities to OPERATOR should be joint and several. Reference to a "controlling" interest in an entity shall mean more than fifty (50%) of the equity or voting control of such entity. This ensures that Ben Jerrys has flexibility in interpreting the agreement and that franchisees are aware of the broad scope of certain terms.