Does the Ben Jerrys Franchise Agreement include a representation and warranty from the Operator regarding prohibited transactions?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 22.2 OPERATOR represents and warrants to BEN & JERRY'S that neither OPERATOR (including any and all of its employees, directors, officers and other representatives), nor any of its affiliates or the funding sources for either is a person or entity designated with whom BEN & JERRY'S, or any of its affiliates, are prohibited by law from transacting business.
Guarantor represents and warrants to BEN & JERRY'S that neither Guarantor (including any and all of its employees, directors, officers and other representatives), nor any of its affiliates or the funding sources for either is a person or entity designated with whom BEN & JERRY'S or any of its affiliates, is prohibited by law from transacting business.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Franchise Agreement includes a representation and warranty from the Operator regarding prohibited transactions. Specifically, the Operator warrants that neither they, their employees, directors, officers, representatives, affiliates, nor their funding sources are persons or entities with whom Ben & Jerrys or its affiliates are legally prohibited from conducting business. This ensures that Ben & Jerrys is not inadvertently engaging in illegal or restricted business activities through its franchisees.
This warranty extends to the Guarantor as well, if the Operator is a corporation, partnership, or other legal entity. The Guarantor must also represent and warrant that they, their employees, directors, officers, representatives, affiliates, and their funding sources are not persons or entities with whom Ben & Jerrys or its affiliates are prohibited from transacting business. This provision aims to prevent any potential legal issues arising from the involvement of individuals or entities restricted from doing business with Ben & Jerrys.
These representations and warranties are crucial for Ben & Jerrys to maintain compliance with various laws and regulations. If the Operator or Guarantor breaches this warranty, it could lead to significant legal and financial repercussions for both the franchisee and Ben & Jerrys. Prospective franchisees should carefully review this section of the Franchise Agreement and ensure they fully understand the implications of these warranties before signing the agreement.