What will Ben Jerrys review in connection with a proposed transfer?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
OPERATOR shall notify BEN & JERRY'S in writing of any proposed transfer of any direct or indirect interest in this Agreement, in OPERATOR, in the Scoop Shop, or in all or substantially all of the assets of the Scoop Shop at least forty-five (45) days before such transfer is proposed to take place.
BEN & JERRY'S will review the proposed transfer in connection with BEN & JERRY'S rights under Section 14.6 below and/or to determine whether the proposed terms and transferee(s) meets BEN & JERRY'S standards.
OPERATOR authorizes BEN & JERRY'S to communicate with the transferee for the purpose of providing to the transferee any information BEN & JERRY'S deems appropriate.
For any proposed transfer, BEN & JERRY'S has the right to require certain conditions for its approval, which may include the following:
14.3.1 That OPERATOR and its affiliates shall not have any past due monetary obligations or other outstanding obligations to BEN & JERRY'S and its affiliates (under this Agreement or any other Franchise Agreement, or other agreement, with BEN & JERRY'S and its affiliates), the approved suppliers of the System, or the lessor (or sublessor) of the Premises (or any premises at which another Scoop Shop owned or operated by OPERATOR and its affiliates is located);
14.3.2 That OPERATOR and its affiliates shall not be in default of any provision of this Agreement (including the submission of all reports, current to the date of transfer, required by Section 11.3.2), or successor hereto, or any other agreement between OPERATOR and its affiliates and BEN & JERRY'S or its affiliates, the approved suppliers of the System, or the lessor of the Premises; and OPERATOR and its affiliates shall have substantially complied with all the terms and conditions of such agreements during the terms thereof;
14.3.3 That OPERATOR, any Owner, any franchisee or developer of BEN & JERRY'S in which OPERATOR and/or any Owner has a beneficial interest, shall execute a general release, in a form prescribed by BEN & JERRY'S, of any and all claims against BEN & JERRY'S and its affiliates, and their respective officers, directors, agents, and employees;
14.3.4 That any assignment agreement executed by the transferor and transferee shall be in a form designated by BEN & JERRY'S.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, if a franchisee (referred to as OPERATOR) proposes to transfer any interest in their Franchise Agreement, the Ben & Jerrys Scoop Shop, or its assets, Ben & Jerrys will review the proposed transfer. This review is conducted in connection with Ben & Jerrys' rights to potentially purchase the interest themselves and to assess whether the proposed terms and the potential new franchisee meet Ben & Jerrys' standards.
Ben & Jerrys has the right to communicate directly with the prospective transferee to provide them with any information Ben & Jerrys deems necessary. Ben & Jerrys can also set certain conditions for approving the transfer. These conditions may include ensuring the current franchisee has no outstanding financial or other obligations to Ben & Jerrys, its affiliates, approved suppliers, or the lessor of the premises.
Additionally, Ben & Jerrys will check that the current franchisee is not in default of any agreement provisions, including submitting required reports. Ben & Jerrys may also require the current franchisee to execute a general release of claims against Ben & Jerrys and its affiliates. The assignment agreement between the transferor and transferee must be in a form designated by Ben & Jerrys. These stipulations ensure that Ben & Jerrys maintains control over who becomes a franchisee and that all financial and legal matters are in order before a transfer is approved.