Does the Ben Jerrys franchise agreement require the operator to acknowledge they have no knowledge of representations contrary to the FDD or the agreement?

According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement stipulates that the operator acknowledges they have no knowledge of any representations made by Ben Jerrys or anyone acting on their behalf that contradict the statements within the FDD or the terms outlined in the agreement. This acknowledgement is a standard clause in franchise agreements.

This provision aims to protect Ben Jerrys from potential legal claims based on alleged verbal promises or representations made during the franchise sales process that are not documented in the FDD or the franchise agreement itself. By signing the agreement, the operator confirms that they are not relying on any information outside of these official documents.

However, the FDD also includes a provision that applies specifically to franchisees in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin). This provision states that no acknowledgement signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Ben Jerrys or its representatives. This ensures that franchisees in these states retain their legal rights despite the acknowledgement.

Prospective Ben Jerrys franchisees should carefully review the FDD and franchise agreement with legal counsel to fully understand their rights and obligations. They should also document any representations made by Ben Jerrys during the sales process, even if they are not included in the FDD or agreement, as these representations may be relevant in the event of a dispute, particularly in states with franchise disclosure laws that protect franchisees' rights to claim reliance on such statements.