In what situations is the ADR Process not required by either Ben Jerrys or the Developer?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.2 Except as otherwise provided in this Agreement, any claim or controversy arising out of or related to this Agreement (including any claim that the Agreement or any of its provisions is invalid, illegal, or otherwise voidable or void), the relationship between BEN & JERRY'S and DEVELOPER, or DEVELOPER'S operation of the Scoop Shop shall, as a condition to filing the legal action, first be subject to the alternative dispute resolution process ("ADR Process"). The ADR Process shall not be required by either BEN & JERRY'S or DEVELOPER with respect to (a) any claim or dispute involving actual or threatened disclosure or misuse of the confidential information of BEN & JERRY'S, (b) any claim or dispute involving the ownership, validity, or use of the Proprietary Marks, (c) any claim or dispute related to monies
owed to BEN & JERRY'S by DEVELOPER; d) any claim or dispute involving the insurance or indemnification provisions of this Agreement, or (e) any action to enforce the covenants set forth in Section 8 of 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 Alternative Dispute Resolution (ADR) process is typically required for any claim or controversy arising from the agreement between Ben Jerrys and the developer. However, there are specific exceptions where neither Ben Jerrys nor the developer is obligated to use the ADR process before pursuing legal action.
The ADR Process is not required for claims or disputes involving: the actual or threatened disclosure or misuse of Ben Jerrys's confidential information; issues concerning the ownership, validity, or use of Ben Jerrys's proprietary marks; claims related to monies owed to Ben Jerrys by the developer; disputes involving the insurance or indemnification provisions of the agreement; and any action taken to enforce the covenants outlined in Section 8 of the agreement.
This means that Ben Jerrys and its developers have the option to bypass mediation and proceed directly to court in these specific situations. This could be beneficial in cases where time is of the essence, such as protecting confidential information or proprietary marks, or when immediate action is needed to enforce contractual obligations. However, for other disputes, the ADR process, including negotiation and mediation, is a prerequisite before filing a lawsuit, aiming to resolve conflicts efficiently and amicably.