Does Ben Jerrys have a fiduciary obligation to operators with respect to contributions to the Fund?

According to Ben Jerrys's 2025 Franchise Disclosure Document, Ben Jerrys does not have a fiduciary obligation to operators regarding contributions to the marketing fund. The FDD explicitly states that contributions to the Fund are not held in trust by Ben Jerrys. This means that Ben Jerrys is not legally bound to act in the best interests of the franchisees when managing the Fund.

Ben Jerrys has the right to direct all marketing programs and determine the concepts, materials, and media used. Ben Jerrys is not obligated to make expenditures for an operator that are equivalent or proportionate to the operator's contribution, or to ensure that any particular operator benefits directly or pro rata from the Fund's expenditures.

This arrangement is common in franchising, where franchisors typically control the marketing fund and have broad discretion in how it is spent. While franchisees contribute to the fund, they do not have direct control over its use. However, Ben Jerrys will provide an annual accounting of Fund receipts and disbursements upon an operator's reasonable written request. This provides some transparency, allowing franchisees to see how the money is being spent, even though they cannot dictate the spending.