What claims are excluded from the general release required by Ben Jerrys upon transfer of the franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
m and Renewal**," shall be supplemented by the addition of the following new subsection 2.4:
- 2.4 Minnesota law provides franchisees with certain nonrenewal rights. In sum, Minn. Stat. § 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of a franchise agreement.
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- Section 8 of the Agreement, under the heading "Proprietary Marks," shall be supplemented by the addition of the following new subsection 8.5:
- 8.5 Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), BEN & JERRY'S is required to protect any rights OPERATOR may have to use the Proprietary Marks.
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- Subsection 14.3.3 of the Agreement, under the heading "Transfer of Interest," shall be deleted in its entirety and shall have no force or effect, and the following new subsection 14.3.3 shall be inserted in lieu thereof:
- 14.3.3 That the transferor (and, if the transferor is other than an individual, the transferor and such owners of a beneficial interest in the transferor as BEN & JERRY'S may request) shall have executed a general release in a form satisfactory to BEN & JERRY'S of any and all claims against BEN & JERRY'S and its affiliates and their respective officers, directors, agents, and employees, excluding only such claims as the transferor may have under the Minnesota
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, when transferring a franchise, the transferor must execute a general release of claims against Ben Jerrys and its affiliates. However, this release does not include claims the transferor may have under specific state franchise laws.
For franchisees in Minnesota, the release excludes claims arising under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce. This means a transferor in Minnesota can still pursue legal action against Ben Jerrys for violations of Minnesota franchise law, even after signing the general release for the transfer.
Similarly, for franchisees in Maryland, the release excludes claims arising under the Maryland Franchise Registration and Disclosure Law. Therefore, a transferor in Maryland retains the right to pursue claims against Ben Jerrys for violations of Maryland franchise law, notwithstanding the general release required for the transfer. This ensures that franchisees in these states do not waive their rights under state-specific franchise regulations when transferring their franchise.