Under the Ben Jerrys agreement, what state's laws govern the interpretation and construction of the 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 laws of Vermont govern the interpretation and construction of the Preliminary Agreement. Specifically, Item 23 details that the Preliminary Agreement is interpreted and construed exclusively under Vermont law, and these laws prevail in the event of any conflict.
However, there is an exception to this rule. If any provision of the Preliminary Agreement would not be enforceable under Vermont law, and the Deposit Area is located outside of Vermont, then the laws of the state in which the Deposit Area is located will govern the interpretation and construction of that specific provision. This ensures that the agreement remains enforceable, even if Vermont law conflicts with the laws of the state where the Ben Jerrys franchise will operate.
This clause is important for prospective Ben Jerrys franchisees as it clarifies which state's laws will be used to resolve any disputes related to the Preliminary Agreement. Franchisees should be aware of the laws in both Vermont and the state where their Deposit Area is located to understand their rights and obligations under the agreement. It is advisable to seek legal counsel to fully understand the implications of this clause, especially if the Deposit Area is located outside of Vermont.