Which state's laws govern the interpretation and construction of the Ben Jerrys Preliminary Agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
This Preliminary Agreement shall be interpreted and construed exclusively under the laws of the State of Vermont, which laws shall prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of the choice-oflaw rules of such state); provided, however, that if any provision of this Preliminary Agreement would not be enforceable under the laws of the State of Vermont and the Deposit Area is located outside of the State of Vermont, then that provision shall be interpreted and construed under the laws of the state in which the Deposit Area is located.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Preliminary Agreement is generally interpreted and construed under the laws of Vermont. This means that Vermont law will be used to resolve any disputes or ambiguities in the agreement, regardless of conflict of law rules.
However, there is an exception: if any provision of the Preliminary Agreement would not be enforceable under Vermont law, and the Deposit Area is located outside of Vermont, then that specific provision will be interpreted and construed under the laws of the state where the Deposit Area is located. This ensures that the agreement remains enforceable even if Vermont law conflicts with the laws of the state where the Ben Jerrys shop will be located.
This applicable law clause is a standard provision in franchise agreements, designed to provide clarity and predictability in the event of legal disputes. Prospective Ben Jerrys franchisees should be aware of this clause and understand that while Vermont law generally applies, the laws of their own state could come into play under certain circumstances.