What rights do the parties waive regarding personal jurisdiction or venue in the Ben Jerrys agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
isclosure Law, Md. Code Bus. Reg., §§ 14-201 through 14-233, the parties to the attached Ben & Jerry's Franchising, Inc. Development Agreement (the "Agreement") agree as follows:
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- Section 4 of the Agreement, under the heading "Franchise Fees for Scoop Shop Development," shall supplemented by the following Section 4.5:
- 4.5 Notwithstanding the provisions of this Section 4, based upon BEN & JERRY'S financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all initial fee and payments shall be deferred until the franchisor completes its pre-opening obligations under the Development Agreement.
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- Section 17.4 of the Agreement, under the heading "Applicable Law," shall be deleted in its entirety, and shall have no force or effect; and the following shall be substituted in lieu thereof:
- 17.4 Any legal action brought by any party against the other in any forum or court, whether federal or state, shall be brought only within the judicial district in which BEN & JERRY'S has its principal place of business at the time the action or proceeding is initiated**; except that any and all claims arising under the Maryland Franchise Registration and Disclosure Law shall be commenced within three (3) years from the grant of the franchise.** Any such action shall be brought in federal court if federal court jurisdiction exists and, if it does not exist, then in state court. The parties agree that this Section 17.4 shall not be construed as preventing either party from removing an action from state to federal court.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, both parties waive certain rights related to legal actions. Specifically, they waive all questions of personal jurisdiction or venue to ensure that legal actions are carried out according to the agreement's provisions. This means that both Ben Jerrys and the franchisee agree to resolve disputes in a particular court without contesting whether that court has the authority to hear the case or whether the location is appropriate.
Furthermore, the document states that any legal action must be brought within the judicial district where Ben Jerrys has its principal place of business at the time the action is initiated. This clause centralizes legal proceedings to a specific location, which could be advantageous for Ben Jerrys, as it likely has established legal representation and familiarity with the local courts in that area. The franchisee, on the other hand, may face additional costs and logistical challenges if they need to pursue legal action from a distance.
Additionally, the FDD indicates that Ben Jerrys and the franchisee also waive the right to a jury trial for any action arising from or related to the agreement. This means that any disputes will be resolved by a judge rather than a jury. Finally, both parties waive the right to claim punitive or exemplary damages against each other, limiting any potential recovery to actual damages sustained. These waivers are intended to streamline dispute resolution and limit potential financial exposure for both parties.