Does the Guarantor for a Ben Jerrys franchise waive notice of amendment to the Development Agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
GUARANTOR(S) hereby waives any right to require BEN & JERRY'S to: (a) proceed against DEVELOPER for any payment required under the Agreement; (b) proceed against or exhaust any security from DEVELOPER; or (c) pursue or exhaust any remedy, including any legal or equitable relief, against DEVELOPER. Without affecting the obligations of GUARANTOR(S) under this Guarantee, BEN & JERRY'S may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of DEVELOPER, or settle, adjust, or compromise any claims against DEVELOPER. GUARANTOR(S) waives notice of amendment of the Agreement and notice of demand for payment by DEVELOPER, and agrees to be bound by any and all such amendments and changes to the Agreement.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the guarantor is required to waive notice of amendment to the Development Agreement. The guarantor is bound by any changes to the agreement. This means that Ben Jerrys can modify the Development Agreement without informing the guarantor, and the guarantor is still responsible for the developer's obligations under the amended agreement.
This waiver is significant because it places a greater responsibility on the guarantor. Typically, a guarantor would want to be informed of any changes to the agreement they are guaranteeing, as those changes could increase their risk. By waiving this notice, the guarantor accepts the risk that the Development Agreement could be altered in a way that makes the developer's obligations more onerous, and thus increases the likelihood that the guarantor will have to step in and fulfill those obligations.
For a prospective Ben Jerrys franchisee, this means that anyone acting as a guarantor for their Development Agreement needs to be fully aware of the potential implications. They should carefully consider the scope of the guarantee and their willingness to be bound by changes they may not be aware of. It would be prudent for the guarantor to seek independent legal advice before signing the guarantee to fully understand the risks involved.