What process must be followed before filing a legal action related to the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
ence to a "controlling" interest in an entity shall mean more than fifty percent (50%) of the equity or voting control of such entity.
17. APPLICABLE LAW
- 17.1 This Agreement takes effect upon its acceptance and execution by BEN & JERRY'S, and shall be interpreted and construed exclusively under the laws of the State of Vermont, which laws shall prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of the choice-of-law rules of such state); provided, however, that if any provision of this Agreement, including the covenants in Section 8 of this Agreement, would not be enforceable under the laws of the State of Vermont and the Development Area (or any portion of the Development Area) is outside of the State of Vermont, then that provision shall be interpreted and construed under the laws of the state in which the Development Area (or any portion of the Development Area) is located. Nothing in this Section 17 is intended by the parties to subject this Agreement to any franchise or similar law, rule, or regulation to which this Agreement would not otherwise be subject.
- 17.2 Except as otherwise provided in this Agreement, any claim or controversy arising out of or related to this Agreement (including any claim that the Agreement or any of its provisions is invalid, illegal, or otherwise voidable or void), the relationship between BEN & JERRY'S and DEVELOPER, or DEVELOPER'S operation of the Scoop Shop shall, as a condition to filing the legal action, first be subject to the alternative dispute resolution process ("ADR Process"). The ADR Process shall not be required by either BEN & JERRY'S or DEVELOPER with respect to (a) any claim or dispute involving actual or threatened disclosure or misuse of the confidential information of BEN & JERRY'S, (b) any claim or dispute involving the ownership, validity, or use of the Proprietary Marks, (c) any claim or dispute related to monies
owed to BEN & JERRY'S by DEVELOPER; d) any claim or dispute involving the insurance or indemnification provisions of this Agreement, or (e) any action to enforce the covenants set forth in Section 8 of this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, before a franchisee (referred to as DEVELOPER) can file a legal action regarding the franchise agreement, they must first engage in an alternative dispute resolution (ADR) process. This process is initiated by the Complainant (the party wishing to resolve the dispute) sending a certified or registered letter to the Respondent, detailing the dispute, relevant agreement terms, and a proposed resolution.
The Respondent then has 30 days to respond with a written explanation and counter-proposal. If the dispute remains unresolved through correspondence, both parties must meet at a location determined by Ben Jerrys within 60 days of the initial letter to attempt resolution. Should this meeting fail to produce a resolution within that 60-day period (or any agreed-upon extension), the parties are then required to submit the dispute to non-binding mediation with a mutually agreed-upon mediator.
However, the ADR Process is not required for certain types of claims. These exceptions include disputes involving the misuse of Ben Jerrys' confidential information, issues related to the ownership, validity, or use of proprietary marks, claims related to monies owed to Ben Jerrys, disputes involving insurance or indemnification provisions, and actions to enforce specific covenants within Section 8 of the agreement. This means that Ben Jerrys franchisees must attempt to resolve most disputes through negotiation and mediation before resorting to legal action, but certain critical issues can be immediately pursued in court.