In the event of a conflict, which document's terms are controlling for Ben Jerrys: the Franchise Agreement or the Addendum?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
This Addendum constitutes an integral part of the Franchise Agreement between the parties hereto, and the terms of this Addendum shall be controlling with respect to the subject matter hereof. Except as modified or supplemented by this Addendum, the terms of the Franchise Agreement are hereby ratified and confirmed.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Addendum takes precedence over the Franchise Agreement regarding the specific subjects it addresses. The FDD specifies that the Addendum is an integral part of the Franchise Agreement.
The Addendum modifies or supplements specific aspects of the original Franchise Agreement. Ben Jerrys states that any terms outlined in the Addendum will be controlling. However, any terms or conditions of the Franchise Agreement that are not specifically changed by the Addendum remain in full effect.
This means a Ben Jerrys franchisee needs to carefully review both the Franchise Agreement and any Addenda to fully understand their rights and obligations. In case of any discrepancy, the Addendum's terms will govern those particular points, while the Franchise Agreement remains the primary document for all other aspects of the franchise relationship.