Can Ben Jerrys transfer its rights or obligations under the agreement to another party?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.1 BEN & JERRY'S shall have the right to transfer or assign all or any part of its rights or obligations herein to any person or legal entity, and any designee of BEN & JERRY'S shall have the right to transfer or assign this Agreement and all or any part of its rights or obligations herein to any person or legal entity, and any designated assignee of BEN & JERRY'S shall become solely responsible for all obligations of BEN & JERRY'S under this Agreement from the date of assignment.
- 7.2 DEVELOPER understands and acknowledges that BEN & JERRY'S has granted this Agreement in reliance on the business skill, financial capacity, and personal character of DEVELOPER or the owners of DEVELOPER. Accordingly, neither DEVELOPER, nor any individual, partnership, corporation, limited liability company, or other legal entity that directly or indirectly owns any interest in DEVELOPER or in the assets of DEVELOPER'S businesses, shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber ("Transfer") any direct or indirect interest in this Agreement, DEVELOPER (including any direct or indirect interest in a corporate or partnership DEVELOPER) or in all or substantially all of the assets of DEVELOPER'S businesses (including any Scoop Shop directly or indirectly owned by DEVELOPER, DEVELOPER'S shareholders, owners, or subsidiaries of DEVELOPER) without the prior written consent of BEN & JERRY'S. Any purported assignment or Transfer without the written consent of BEN & JERRY'S shall be null and void and shall constitute a material breach of this Agreement for which BEN & JERRY'S may immediately terminate this Agreement without opportunity to cure.
- 7.3 DEVELOPER understands and acknowledges that it shall be reasonable for BEN & JERRY'S to condition its consent to a Transfer on, among other factors: (i) the requirement that the proposed Transfer under this Agreement is to be made in conjunction with a simultaneous transfer of all comparable interests held by the transferor under all the Franchise Agreements executed pursuant to this Agreement; and (ii) satisfaction by DEVELOPER or its affiliates of any or all of the conditions and requirements for transfers set forth in form of the Franchise Agreement that BEN & JERRY'S deems applicable to a proposed transfer under this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, Ben Jerrys has the right to transfer or assign all or any part of its rights or obligations under the agreement to any person or legal entity. Any designee of Ben Jerrys also has the right to transfer or assign the agreement and its rights or obligations to another party. If Ben Jerrys assigns the agreement, the assignee becomes solely responsible for Ben Jerrys's obligations from the date of assignment.
However, the franchisee (referred to as "DEVELOPER" in this section) faces restrictions on transferring their interest. The FDD states that the agreement is granted to the franchisee in reliance on their business skill, financial capacity, and personal character. Therefore, the franchisee cannot transfer any direct or indirect interest in the agreement, the business, or its assets without prior written consent from Ben Jerrys. This includes any interest held by individuals, partnerships, corporations, or LLCs owning an interest in the franchisee.
Any transfer attempted without Ben Jerrys's written consent is considered null and void, constituting a material breach of the agreement. This breach allows Ben Jerrys to immediately terminate the agreement without providing an opportunity for the franchisee to remedy the situation. Ben Jerrys can reasonably condition its consent to a transfer, including requiring the franchisee to transfer all comparable interests under all franchise agreements executed under the Development Agreement simultaneously and meet the transfer conditions outlined in Ben Jerrys's standard Franchise Agreement.