Does the Ben Jerrys franchise agreement prohibit Ben Jerrys or its affiliates from transacting business with the operator, its affiliates, or their funding sources under certain conditions?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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)
Based on the 2025 Ben Jerrys Franchise Disclosure Document, the franchise agreement does not explicitly prohibit Ben & Jerry's or its affiliates from transacting business with the operator, its affiliates, or their funding sources. However, the FDD states that Ben & Jerry's has the right to require certain conditions for approval of a transfer of interest in the franchise. These conditions relate to the franchisee's financial and operational standing.
Specifically, Ben Jerrys can withhold consent to a transfer if the operator or its affiliates have any past due monetary obligations or other outstanding obligations to Ben Jerrys and its affiliates, the approved suppliers of the System, or the lessor of the premises. This extends to obligations under the Franchise Agreement or any other agreement with Ben Jerrys or its affiliates. Ben Jerrys can also withhold consent if the operator or its affiliates are in default of any provision of the agreement, including the failure to submit required reports.
Furthermore, Ben Jerrys requires that the operator, any owner, or any franchisee or developer of Ben Jerrys in which the operator and/or any owner has a beneficial interest, execute a general release of any and all claims against Ben Jerrys and its affiliates. The assignment agreement must also be in a form designated by Ben Jerrys. These conditions ensure that the franchisee is in good standing with Ben Jerrys and its related parties before any transfer of interest is approved.