What specific subsection of the Ben Jerrys Franchise Agreement is deleted and replaced by the Minnesota Amendment regarding transfer of interest?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Subsection 14.3.3 of the Agreement, under the heading "Transfer of Interest," shall be deleted in its entirety and shall have no force or effect, and the following new subsection 14.3.3 shall be inserted in lieu thereof:
- 14.3.3 That the transferor (and, if the transferor is other than an individual, the transferor and such owners of a beneficial interest in the transferor as BEN & JERRY'S may request) shall have executed a general release in a form satisfactory to BEN & JERRY'S of any and all claims against BEN & JERRY'S and its affiliates and their respective officers, directors, agents, and employees, excluding only such claims as the transferor may have under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce;
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, subsection 14.3.3 of the Franchise Agreement, under the heading "Transfer of Interest," is deleted in its entirety and replaced by a new subsection 14.3.3 via the Minnesota Amendment. This change specifically addresses the requirements for transferor release of claims.
The new subsection 14.3.3 mandates that the transferor (and potentially owners with beneficial interest) must execute a general release in a form satisfactory to Ben Jerrys. This release covers any and all claims against Ben Jerrys, its affiliates, and their respective officers, directors, agents, and employees. However, there is an exclusion for claims the transferor may have under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.
This amendment ensures that Ben Jerrys is protected from potential liabilities and claims arising from the transferor's prior operation of the franchise. However, it also preserves the transferor's rights to pursue claims under Minnesota franchise law. Prospective franchisees should carefully review this section with legal counsel to understand the full scope of the release and their rights under Minnesota law before agreeing to a transfer.