Does Ben Jerrys require a general release of claims as a condition of transfer?

According to Ben Jerrys's 2025 Franchise Disclosure Document, Ben Jerrys does require a general release of claims as a condition of transfer. Specifically, as stated in section 14.3.3, the operator, any owner, or any Ben Jerrys franchisee or developer with a beneficial interest must execute a general release, in a form prescribed by Ben & Jerrys, of any and all claims against Ben Jerrys and its affiliates, including their officers, directors, agents, and employees. This release is a prerequisite for Ben Jerrys's approval of the transfer.

However, there are exceptions to this general release requirement in certain states. For instance, in Maryland, the release excludes claims the transferor may have under the Maryland Franchise Registration and Disclosure Law. Similarly, in Minnesota, the release excludes claims arising under the Minnesota Franchises Law and its related rules and regulations. These exceptions suggest that Ben Jerrys must comply with state-specific franchise laws, which may provide franchisees with certain rights that cannot be waived through a general release.

This requirement means that a Ben Jerrys franchisee considering a transfer must be willing to relinquish any potential claims against Ben Jerrys, except for those protected by specific state franchise laws. This could have significant implications if the franchisee has existing disputes with Ben Jerrys or anticipates future issues. Prospective franchisees should carefully consider this requirement and consult with legal counsel to understand the full scope of the release and its potential impact on their rights. It is also important to note that the transferee must also meet other conditions for Ben Jerrys's consent to the transfer, such as satisfying financial obligations and complying with the terms of the franchise agreement.