Does Ben Jerrys require written consent for the transfer or assignment of the Warehouse Addendum?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.2 DEVELOPER understands and acknowledges that BEN & JERRY'S has granted this Agreement in reliance on the business skill, financial capacity, and personal character of DEVELOPER or the owners of DEVELOPER. Accordingly, neither DEVELOPER, nor any individual, partnership, corporation, limited liability company, or other legal entity that directly or indirectly owns any interest in DEVELOPER or in the assets of DEVELOPER'S businesses, shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber ("Transfer") any direct or indirect interest in this Agreement, DEVELOPER (including any direct or indirect interest in a corporate or partnership DEVELOPER) or in all or substantially all of the assets of DEVELOPER'S businesses (including any Scoop Shop directly or indirectly owned by DEVELOPER, DEVELOPER'S shareholders, owners, or subsidiaries of DEVELOPER) without the prior written consent of BEN & JERRY'S. Any purported assignment or Transfer without the written consent of BEN & JERRY'S shall be null and void and shall constitute a material breach of this Agreement for which BEN & JERRY'S may immediately terminate this Agreement without opportunity to cure.
- 7.3 DEVELOPER understands and acknowledges that it shall be reasonable for BEN & JERRY'S to condition its consent to a Transfer on, among other factors: (i) the requirement that the proposed Transfer under this Agreement is to be made in conjunction with a simultaneous transfer of all comparable interests held by the transferor under all the Franchise Agreements executed pursuant to this Agreement; and (ii) satisfaction by DEVELOPER or its affiliates of any or all of the conditions and requirements for transfers set forth in form of the Franchise Agreement that BEN & JERRY'S deems applicable to a proposed transfer under this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the agreement outlines specific conditions regarding the transfer of interests. Ben Jerrys requires prior written consent for any transfer of interest in the agreement, the developer, or the assets of the developer's business.
Specifically, neither the developer nor any entity owning an interest in the developer can sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber any direct or indirect interest in the agreement, the developer, or the assets of the developer's business without Ben Jerrys's prior written consent. This requirement extends to any interest in a corporate or partnership developer and any scoop shop directly or indirectly owned by the developer.
The FDD states that any attempt to transfer without written consent from Ben Jerrys will be considered null and void, constituting a material breach of the agreement, which may lead to immediate termination without an opportunity to cure the breach. Ben Jerrys may also condition its consent on factors such as the simultaneous transfer of all comparable interests held by the transferor under all franchise agreements and the satisfaction of conditions and requirements for transfers set forth in the franchise agreement.