What constitutes a default that allows Ben Jerrys to terminate the agreement immediately upon notice?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
15.2 Upon the occurrence of any of the following events of default, or upon the breach of any of the covenants listed in Section 17 of this Agreement, BEN & JERRY'S may, at its option, terminate this Agreement and all rights granted hereunder, without affording OPERATOR any opportunity to cure the default, effective immediately upon the provision of notice to OPERATOR (in the manner provided under Section 23 hereof):
15.2.1 If OPERATOR fails to open the Scoop Shop within twelve (12) months after the Effective Date, pursuant to Section 5.6, above;
15.2.2 If OPERATOR loses the right to occupy the Premises, or acts or fails, to act, in any manner which is inconsistent with or contrary to its lease or sublease for the Premises, or in any way jeopardizes its right to renewal of such lease or sublease;
15.2.3 If OPERATOR or any of its Owners commits, is convicted of, or pleads guilty or "nolo contendere" to a felony, a crime involving moral turpitude, or any other act, crime, or offense that BEN & JERRY'S believes is injurious to the System, the Proprietary Marks, the Products, the goodwill associated therewith;
15.2.4 If a threat or danger to public health or safety results from the construction, maintenance, or operation of the Scoop Shop;
15.2.5 If OPERATOR's action or inaction, at any time, results in the loss of the right to possession of the Premises, or forfeiture of the right to do or transact business in the jurisdiction where the Scoop Shop is located;
15.2.6 If OPERATOR or other party covered by Section 14 above purports to transfer any rights or obligations under this Agreement, or any interest in OPERATOR, the Scoop Shop, or the assets of the franchised business to any third party in a manner that is contrary to the terms of Section 14 hereof;
15.2.7 If OPERATOR maintains false books or records, or knowingly submits any false statements or reports to 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, there are several events that allow Ben & Jerry's to terminate the franchise agreement immediately upon providing notice to the operator. These include failing to open the Scoop Shop within 12 months of the effective date, losing the right to occupy the premises, or acting in any way that jeopardizes the lease or sublease.
Immediate termination can also occur if the operator or any owner commits a felony or a crime involving moral turpitude that Ben Jerrys believes is harmful to the system, proprietary marks, products, or associated goodwill. A threat or danger to public health or safety resulting from the Scoop Shop's construction, maintenance, or operation can also lead to immediate termination.
Further reasons for immediate termination include the operator's action or inaction resulting in the loss of possession of the premises or forfeiture of the right to conduct business in the jurisdiction, unauthorized transfer of rights or obligations under the agreement, and maintaining false books or records or knowingly submitting false statements or reports to Ben Jerrys. These terms are designed to protect Ben Jerrys's brand and ensure franchisees operate responsibly and legally.