Does the Minnesota Amendment allow Ben Jerrys to require litigation to be conducted outside of Minnesota?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
a Commissioner of Commerce, which shall be commenced within three (3) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.
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- Section 26.10 of the Agreement, under the heading "Applicable Law," shall be deleted in its entirety and shall have no force or effect, and the following new subsection 26.10 shall be substituted in lieu thereof:
- 26.10 Nothing herein contained shall bar the right of BEN & JERRY'S to seek injunctive relief against threatened conduct that will cause it loss or damages (including, but not limited to, those matters set forth in
the second sentence of Section 26.2, as well as potential violations of the terms of Sections 8, 9, 10, 14, 16, and 17 of this Agreement) under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions.
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- Section 26 of the Agreement, under the heading "Applicable Law," shall be supplemented by the addition of the following new subsection 26.11:
- 26.11 Minn. Stat. § 80C.21 and Minn. Rule 2860.4400J prohibit BEN & JERRY'S from requiring litigation to be conducted outside Minnesota, or from requiring OPERATOR to consent to liquidated damages, termination penalties or judgment notes.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben & Jerry's 2025 Franchise Disclosure Document, the Minnesota Amendment explicitly prohibits Ben & Jerry's from requiring franchisees to conduct litigation outside of Minnesota. Specifically, the amendment ensures that Minnesota franchisees retain their rights to a local forum and remedies under Minnesota law. This protection is integrated into both the Franchise Agreement and the Development Agreement through specific clauses that reference Minnesota Statutes § 80C.21 and Minnesota Rule 2860.4400J. These clauses explicitly state that Ben & Jerry's cannot mandate litigation outside the state. This provision is designed to protect the franchisee's rights and ensure fair legal proceedings within their home state.
For a prospective Ben & Jerry's franchisee in Minnesota, this means that any legal disputes arising from the franchise agreement or the franchisee's operation of a Scoop Shop will be subject to Minnesota law and will be resolved within the state's jurisdiction. This offers a significant advantage, as franchisees are not forced to bear the additional costs and complexities of litigating in a foreign jurisdiction, which could include higher legal fees, travel expenses, and unfamiliarity with local court procedures. The Minnesota Amendment ensures that franchisees can pursue legal remedies without being disadvantaged by geographical constraints imposed by Ben & Jerry's.
Furthermore, the Minnesota Amendment includes provisions that prevent Ben & Jerry's from requiring franchisees to consent to liquidated damages, termination penalties, or judgment notes. It also reinforces that nothing in the franchise agreement can reduce or abrogate any rights provided to the franchisee under Minnesota Statutes, Chapter 80C, or any rights to procedures, forums, or remedies available under Minnesota law. This comprehensive approach ensures that Minnesota franchisees have strong legal protections and recourse within their own state, safeguarding their investment and operational rights.