Does the Minnesota Amendment allow Ben Jerrys to require a developer to consent to liquidated damages, termination penalties, or judgment notes?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Subsection 17.4 of the Agreement, under the heading "Applicable Law," shall be supplemented by the following new subsection 17.4.1, which shall be considered an integral part of the Agreement:
- 17.4.1 Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota, or from requiring Developer to consent to liquidated damages, termination penalties or judgement notes. In addition, nothing in the Disclosure Document or agreement can abrogate or reduce (1) any of your rights as provided for in Minnesota Statutes, Chapter 80C, or (2) your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Minnesota Amendment explicitly prohibits Ben & Jerry's from requiring a developer to consent to liquidated damages, termination penalties, or judgment notes. This protection is rooted in Minn. Stat. §80C.21 and Minn. Rule 2860.4400J. This means that Ben & Jerry's cannot include clauses in their agreements that would force a Minnesota developer to agree to these types of financial penalties or judgments.
This provision ensures that Minnesota Ben & Jerry's developers are not subjected to potentially unfair or coercive contract terms regarding financial liabilities. It also reinforces that the franchise agreement cannot override or diminish any rights granted to the developer under Minnesota Statutes, Chapter 80C, or their rights to specific legal procedures, forums, or remedies available under Minnesota law.
Prospective Ben & Jerry's franchisees in Minnesota should be aware of this protection, as it prevents the franchisor from imposing certain financial obligations through standardized contract terms. This clause provides a more level playing field, ensuring that developers are not forced into agreements that could be detrimental to their financial interests. This is a significant benefit for franchisees in Minnesota, offering additional legal safeguards compared to franchisees in states without such specific protections.