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

According to Ben Jerrys's 2025 Franchise Disclosure Document, Ben Jerrys has the right to require certain conditions for transfer approval. One of these conditions is that the operator, any owner, or any franchisee or developer of Ben Jerrys in which the operator or owner has a beneficial interest, must execute a general release. This release, in a form prescribed by Ben Jerrys, covers any and all claims against Ben Jerrys and its affiliates, as well as their respective officers, directors, agents, and employees.

This requirement means that as a condition of approving the transfer of a Ben Jerrys franchise, Ben Jerrys can demand that the current franchisee (and related parties) waive any existing or future claims they might have against the franchisor. This is a significant point for franchisees to consider, as it could limit their legal recourse against Ben Jerrys in the future.

However, it's important to note an exception to this general release if the franchise is located in Maryland. According to an amendment within the FDD, the general release requirement excludes claims the transferor may have under the Maryland Franchise Registration and Disclosure Law. This means that franchisees in Maryland retain certain legal rights that franchisees in other states might be waiving.

Prospective franchisees should carefully consider the implications of this general release, especially concerning any potential future disputes with Ben Jerrys. It would be prudent to consult with a legal professional to fully understand the scope and impact of such a release before agreeing to a transfer.