Where must any legal action against Ben Jerrys be brought?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE APPROPRIATE STATE OR FEDERAL COURT OF GENERAL JURISDICTION WITHIN THE STATE OF VERMONT.
FOR THE PURPOSES OF SUCH EXCLUSIVE JURISDICTION, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY OBJECTIONS WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE JURISDICATION OR VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN SUCH COURTS AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE PARTIES HEREBY FURTHER IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENTS.
Notwithstanding anything in this Agreement to the contrary, BEN & JERRY'S may seek to obtain at any time in any court of competent jurisdiction orders for specific performance or injunctive relief, including temporary restraining orders and preliminary injunctions, against conduct or threatened conduct for which no adequate remedy at law may be available or which may cause BEN & JERRY'S irreparable harm.
BEN & JERRY'S may have such specific performance or injunctive relief, without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and PROSPECTIVE OPERATOR's sole remedy in the event of the entry of such specific performance or injunction order, shall be the dissolution of such order, if warranted (all claims for damages by reason of the wrongful issuance of any such order being expressly waived hereby).
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, any legal action against Ben & Jerry's must be brought in the appropriate state or federal court of general jurisdiction within the State of Vermont. This applies to any suit, action, or proceeding related to the franchise agreement.
This clause dictates that franchisees must litigate any disputes with Ben Jerrys in Vermont, regardless of where their franchise is located. This could increase costs for franchisees located outside of Vermont, as they would need to travel and potentially hire local counsel in Vermont.
The FDD also states that both parties irrevocably waive any objections to the jurisdiction or venue of these courts and waive any claim that the suit, action, or proceeding has been brought in an inconvenient forum. Additionally, both parties waive the right to a jury trial in any action arising out of or in connection with the agreement or any related agreements.
However, Ben Jerrys retains the right to seek specific performance or injunctive relief in any court of competent jurisdiction to address conduct that may cause irreparable harm, without needing to post a bond. This allows Ben Jerrys to take immediate action to protect its interests, while the franchisee's sole remedy in the event of such an order is to seek its dissolution.