What is the definition of 'transfer' in the Ben Jerrys franchise agreement?
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 interests in the franchise. Specifically, it includes selling, assigning, 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 applies to any individual, partnership, corporation, limited liability company, or other legal entity that directly or indirectly owns any interest in the Ben Jerrys operator or the Scoop Shop.
This comprehensive definition means that franchisees must obtain prior written consent from Ben Jerrys before making any changes to the ownership structure or transferring assets related to the franchise. This requirement allows Ben Jerrys to maintain control over who operates its franchises and ensures that new operators meet the company's standards for business skill, financial capacity, and personal character.
The franchise agreement emphasizes that Ben Jerrys has granted the franchise based on the operator's specific qualifications. Therefore, any change in ownership or control is subject to Ben Jerrys's approval. This provision protects Ben Jerrys's brand and reputation by ensuring that all franchisees meet its standards. A prospective franchisee should carefully consider these restrictions on transferability, as they could impact their ability to sell the franchise or bring in new partners in the future.