What is the time limit for commencing claims and actions arising out of the Ben Jerrys agreement?

According to Ben & Jerry's 2025 Franchise Disclosure Document, any claims or actions arising from the franchise agreement, the relationship between the franchisee (DEVELOPER) and Ben & Jerry's, or actions related to the agreement or the operation of a Scoop Shop must be initiated within one year. This one-year period starts from the date when the facts that give rise to the claim or action occur. If a claim or action is not commenced within this one-year timeframe, it is barred, meaning the franchisee loses the right to pursue it. This limitation applies whether the claim is pursued through mediation or a legal action.

This provision significantly impacts a prospective Ben & Jerry's franchisee because it sets a strict deadline for addressing any grievances or disputes. Franchisees must be vigilant in monitoring their business operations and relationship with Ben & Jerry's, and they must promptly address any issues that could lead to a claim. Missing the one-year deadline could result in the loss of legal recourse, regardless of the validity or severity of the claim.

Such a clause is relatively common in franchise agreements, as franchisors often seek to limit their long-term liability and encourage timely resolution of disputes. However, franchisees should be aware of this limitation and consult with an attorney to understand their rights and obligations under the agreement. They should also maintain thorough records of all relevant events and communications to ensure they can meet the deadline if a dispute arises.

It is important to note that this one-year limitation may be shorter than the statutory limitations period provided by applicable state laws for certain types of claims. Therefore, franchisees should not assume that they have the full statutory period to bring a claim and should always adhere to the contractual deadline specified in the Ben & Jerry's franchise agreement.