What specific subsections of the Ben Jerrys Franchise Agreement are deleted and replaced by the Minnesota Amendment regarding term and renewal?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Subsection 2.2.4 of the Agreement, under the heading "Term and Renewal," shall be deleted in its entirety and shall have no force or effect, and the following new subsection 2.2.4 shall be inserted in lieu thereof:
- 2.2.4 OPERATOR 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, excluding only such claims as OPERATOR may have that have arisen under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce;
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- Section 2 of the Agreement, under the heading "Term and Renewal," shall be supplemented by the addition of the following new subsection 2.4:
- 2.4 Minnesota law provides franchisees with certain nonrenewal rights. In sum, Minn. Stat. § 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of a franchise agreement.
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 subsections related to term and renewal. Specifically, subsection 2.2.4 of the Agreement, under the heading "Term and Renewal," is deleted entirely and replaced with a new subsection. This new subsection requires the franchisee to execute a general release of claims against Ben & Jerrys, excluding claims arising under Minnesota franchise law. Additionally, Section 2 of the Agreement, also under the heading "Term and Renewal," is supplemented with a new subsection 2.4, which references Minnesota law regarding non-renewal rights, requiring that franchisees be given 180 days' notice of non-renewal, except in certain specified cases, as per Minn. Stat. § 80C.14 (subd. 4).
These changes mean that franchisees in Minnesota have modified terms regarding the conditions for renewal and non-renewal of their franchise agreements. The amendment ensures that franchisees retain their rights under Minnesota law, particularly concerning non-renewal and any claims they may have against Ben & Jerrys. The inclusion of the 180-day notice period for non-renewal provides franchisees with a more predictable timeline, allowing them ample time to prepare for the end of their franchise term.
It is important for prospective Ben & Jerrys franchisees in Minnesota to carefully review these amended sections to understand their rights and obligations regarding term and renewal. The requirement to sign a general release, with specific carve-outs for Minnesota franchise law, is a critical point to consider. Franchisees should consult with legal counsel to fully understand the implications of these amendments and how they affect their franchise agreement.