Under what circumstances would the laws of a state other than Vermont govern 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 laws of Vermont generally govern the interpretation and construction of the Preliminary Agreement. However, there is an exception. If any provision of the Preliminary Agreement is unenforceable under Vermont law, and the deposit area is located outside of Vermont, then the laws of the state where the deposit area is located will govern that specific provision.
This means that while Ben Jerrys prefers Vermont law to apply, the enforceability of certain provisions may depend on the franchisee's location. This is a fairly standard clause in franchise agreements, as franchisors often operate in multiple states, each with its own legal nuances.
For a prospective Ben Jerrys franchisee, this clause highlights the importance of understanding the laws in their specific state, especially if they differ significantly from Vermont law. It is recommended that franchisees consult with a legal professional in their state to ensure they understand their rights and obligations under the Preliminary Agreement, particularly concerning provisions that might be affected by this clause.