Under what circumstances can Ben Jerrys terminate the Development Agreement immediately without allowing the developer an opportunity to cure the default?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
6.2 Upon the occurrence of any of the following events of default or upon any breach of any of the covenants listed in Section 8 of this Agreement, BEN & JERRY'S may, at its option, terminate this Agreement and all rights granted hereunder, without affording DEVELOPER any opportunity to cure the default, effective immediately upon the provision of notice to DEVELOPER (in the manner provided under Section 9 of this Agreement):
6.2.1 If the Franchise Agreement for any Scoop Shop operated by DEVELOPER (or a person or entity affiliated with DEVELOPER) is terminated; and
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, there are specific conditions under which Ben Jerrys can terminate the Development Agreement with a developer immediately, without providing an opportunity to cure the default. These conditions primarily involve the developer's financial stability, legal conduct, or failure to comply with certain critical agreements.
Ben Jerrys can immediately terminate the agreement if the developer becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy (or doesn't oppose such a filing against them), is adjudicated bankrupt or insolvent, consents to the appointment of a receiver, or has a receiver appointed for their assets. Immediate termination is also possible if the developer institutes proceedings for composition with creditors, has an unsatisfied judgment for 30 days or longer, dissolves the business, faces execution against their business or property, or has foreclosure suits instituted against their assets that are not dismissed within 30 days. Furthermore, if any asset of the developer or their Scoop Shops is sold after levy by a sheriff, marshal, or constable, Ben Jerrys can terminate the agreement immediately.
Additionally, Ben Jerrys can terminate the Development Agreement immediately if the Franchise Agreement for any Scoop Shop operated by the developer (or an affiliated entity) is terminated. Ben Jerrys can also immediately terminate the agreement if the developer, or any of its owners, commits or is convicted of a felony, a crime involving moral turpitude, or any other act that Ben Jerrys believes is injurious to the Ben Jerrys system, its proprietary marks, or the goodwill associated with it. These stipulations highlight the importance of maintaining financial solvency, adhering to legal and ethical standards, and ensuring the continued operation of existing Ben Jerrys franchises to avoid immediate termination of the Development Agreement.