What do Ben Jerrys and the prospective operator irrevocably waive in the agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- WAIVER OF JURY TRIAL: BEN & JERRY'S AND PROSPECTIVE OPERATOR IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO ANY CLAIM, INCLUDING ANY COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT THERE ARE OTHER PARTIES IN SUCH ACTION OR PROCEEDING.
-
- WAIVER OF PUNITIVE AND EXEMPLARY DAMAGES: BEN & JERRY'S AND PROSPECTIVE OPERATOR HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM, EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.
FOR THE PURPOSES OF SUCH EXCLUSIVE JURISDICTION, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY OBJECTIONS WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION 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.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, both Ben Jerrys and the prospective operator agree to specific waivers regarding legal proceedings. Specifically, they irrevocably waive the right to a jury trial in any action or proceeding related to any claim, including counterclaims, whether based in law or equity. This waiver applies regardless of whether other parties are involved in the action. This means that any disputes arising from the franchise agreement will be resolved by a judge rather than a jury.
Additionally, Ben Jerrys and the prospective operator waive any right to claim punitive or exemplary damages against each other to the fullest extent permitted by law. In the event of a dispute, both parties agree to limit their claims to the recovery of actual damages sustained. Punitive or exemplary damages are intended to punish a defendant for egregious behavior and are awarded above and beyond actual damages to make an example of the defendant. By waiving this right, both parties agree to only seek compensation for direct losses resulting from a dispute, potentially limiting the financial impact of legal battles.
Furthermore, the parties also waive any objections to the jurisdiction or venue of courts within Vermont for any suits, actions, or proceedings related to the agreement. They also waive any claim that such suits, actions, or proceedings brought in those courts are inconvenient. This concentrates legal proceedings in Vermont, which may be more convenient for Ben Jerrys, whose principal place of business is located there, but potentially less convenient for franchisees located elsewhere. This could increase travel costs and logistical challenges for franchisees involved in litigation with Ben Jerrys.