What is considered a 'transfer' of interest in the Ben Jerrys franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.2 OPERATOR understands and acknowledges that BEN & JERRY'S has granted this franchise in reliance on OPERATOR's (or, if OPERATOR is a corporation, partnership or limited liability company, its principals') business skill, financial capacity, and personal character.
Accordingly, neither OPERATOR, nor any individual, partnership, corporation, limited liability company, or other legal entity which directly or indirectly owns any interest in OPERATOR or in the Scoop Shop shall sell, assign, transfer, convey, pledge, encumber, merge, or give (collectively, "transfer") away any direct or indirect interest in OPERATOR (including any direct or indirect interest in a corporate or partnership OPERATOR) in the Scoop Shop, or in all or substantially all of the assets of the Scoop Shop or the business franchised hereunder, without the prior written consent of BEN & JERRY'S.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, a "transfer" encompasses a broad range of actions related to ownership and assets. Specifically, it includes selling, assigning, transferring, conveying, pledging, encumbering, merging, or giving away any direct or indirect interest in the Ben Jerrys Operator, the Scoop Shop, or substantially all of the Scoop Shop's assets or the franchised business. This definition extends not only to the Operator itself but also to any individual, partnership, corporation, limited liability company, or other legal entity that directly or indirectly owns any interest in the Operator or the Scoop Shop.
This comprehensive definition means that any change in ownership or control, whether through a direct sale, an indirect transfer of equity, or even using the business assets as collateral, is considered a transfer. Ben Jerrys retains the right to approve or deny such transfers, as they granted the franchise based on the Operator's (or its principals') business skill, financial capacity, and personal character. This provision ensures that Ben Jerrys maintains control over who operates its franchises and protects the brand's reputation and standards.
For a prospective Ben Jerrys franchisee, this means that any plan to alter the ownership structure or transfer assets related to the franchise must be disclosed to and approved by Ben Jerrys. Failure to obtain prior written consent from Ben Jerrys for any of these actions would constitute a breach of the franchise agreement. This requirement underscores the importance of carefully considering the long-term implications of ownership and the need to maintain open communication with Ben Jerrys regarding any potential changes.