What specific sections of the Ben Jerrys Franchise Agreement are deleted and replaced by the Minnesota Amendment regarding applicable law?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
nesota law provides franchisees with certain transfer rights. In sum, Minn. Stat. §80C.14 (subd. 5) currently requires that consent to the transfer of the franchise may not be unreasonably withheld.
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- Subsection 17.4 of the Agreement, under the heading "Applicable Law," shall be supplemented by the following new subsection 17.4.1, which shall be considered an integral part of the Agreement:
- 17.4.1 Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota, or from requiring Developer to consent to liquidated damages, termination penalties or judgement notes. In addition, nothing in the Disclosure Document or agreement can abrogate or reduce (1) any of your rights as provided for in Minnesota Statutes, Chapter 80C, or (2) your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
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- Subsection 17.5 of the Agreement, under the heading "Applicable Law," shall be deleted in its entirety and shall have no force or effect; and the following subsection 17.5 shall be substituted in lieu thereof:
- 17.5 WAIVER OF JURY TRIAL.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Minnesota Amendment to the Franchise Agreement alters specific sections related to applicable law. Subsection 17.5 of the Development Agreement, under the heading "Applicable Law," is deleted in its entirety and replaced with a new subsection 17.5, which includes a waiver of jury trial, excluding actions arising under Minnesota franchise law. Additionally, subsections 26.7 and 26.8 of the Franchise Agreement, also under the heading "Applicable Law," are deleted and replaced. The new subsection 26.7 includes a waiver of jury trial, again excluding actions under Minnesota franchise law.
These changes mean that for Ben Jerrys franchisees in Minnesota, certain provisions of the original franchise agreement regarding legal proceedings are superseded by the Minnesota Amendment. Specifically, the amendment ensures that the franchisee's rights under Minnesota franchise law are protected, and it modifies the conditions under which both Ben Jerrys and the franchisee waive their right to a jury trial.
It is important for prospective Ben Jerrys franchisees in Minnesota to carefully review these amended sections with legal counsel to fully understand their rights and obligations under the franchise agreement, as modified by the Minnesota Amendment. This ensures they are aware of the specific legal framework governing their franchise relationship and any limitations on their ability to pursue legal action outside of the stipulations outlined in the Minnesota Statutes, Chapter 80C.