How far in advance must an operator notify Ben Jerrys of a proposed transfer?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 14.3 OPERATOR shall notify BEN & JERRY'S in writing of any proposed transfer of any direct or indirect interest in this Agreement, in OPERATOR, in the Scoop Shop, or in all or substantially all of the assets of the Scoop Shop at least forty-five (45) days before such transfer is proposed to take place.
BEN & JERRY'S will review the proposed transfer in connection with BEN & JERRY'S rights under Section 14.6 below and/or to determine whether the proposed terms and transferee(s) meets BEN & JERRY'S standards.
OPERATOR authorizes BEN & JERRY'S to communicate with the transferee for the purpose of providing to the transferee any information BEN & JERRY'S deems appropriate.
For any proposed transfer, BEN & JERRY'S has the right to require certain conditions for its approval, which may include the following:
14.3.1 That OPERATOR and its affiliates shall not have any past due monetary obligations or other outstanding obligations to BEN & JERRY'S and its affiliates (under this Agreement or any other Franchise Agreement, or other agreement, with BEN & JERRY'S and its affiliates), the approved suppliers of the System, or the lessor (or sublessor) of the Premises (or any premises at which another Scoop Shop owned or operated by OPERATOR and its affiliates is located);
14.3.2 That OPERATOR and its affiliates shall not be in default of any provision of this Agreement (including the submission of all reports, current to the date of transfer, required by Section 11.3.2), or successor hereto, or any other agreement between OPERATOR and its affiliates and BEN & JERRY'S or its affiliates, the approved suppliers of the System, or the lessor of the Premises; and OPERATOR and its affiliates shall have substantially complied with all the terms and conditions of such agreements during the terms thereof;
14.3.3 That OPERATOR, any Owner, any franchisee or developer of BEN & JERRY'S in which OPERATOR and/or any Owner has a beneficial interest, shall execute a general release, in a form prescribed by BEN & JERRY'S, of any and all claims against BEN & JERRY'S and its affiliates, and their respective officers, directors, agents, and employees;
14.3.4 That any assignment agreement executed by the transferor and transferee shall be in a form designated by 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, an operator must provide written notification to Ben & Jerry's at least 45 days before any proposed transfer of interest. This includes transfers of interest in the Franchise Agreement itself, the operator entity, the Scoop Shop, or substantially all of the Scoop Shop's assets.
This advance notice allows Ben Jerrys to review the proposed transfer and assess whether the terms and the potential transferee meet their standards. Ben Jerrys also reserves the right to communicate directly with the proposed transferee to gather necessary information.
Ben Jerrys also has the right to set conditions for approving the transfer. These conditions may include ensuring that the operator has no outstanding financial or contractual obligations to Ben Jerrys, its affiliates, approved suppliers, or the lessor of the premises. The operator must also not be in default of any agreement and must have substantially complied with all terms and conditions. Additionally, Ben Jerrys may require the operator to execute a general release of claims against Ben Jerrys and its affiliates, and the assignment agreement must be in a form designated by Ben Jerrys.