Under what condition is the Ben Jerrys Franchise Agreement binding on both parties?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement shall not be binding on either party until it is executed by both parties.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute one and the same instrument.
Each party agrees that this Agreement and any other documents entered into in connection with this Agreement are signed when a party's signature is delivered either as an original handwritten signature or through electronic means.
Electronic signatures are to be treated the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Franchise Agreement becomes binding on both Ben Jerrys and the prospective operator only after both parties have executed the agreement. This requirement ensures that both parties are in complete agreement with the terms and conditions outlined in the document before it takes effect. The agreement may be executed in multiple counterparts, each considered an original, which together form a single, unified instrument.
Furthermore, the FDD specifies that signatures can be delivered either as original handwritten signatures or through electronic means, and both types of signatures are treated equally in terms of validity, enforceability, and admissibility. This provision accommodates modern business practices by allowing for flexibility in the signing process.
This clause is a standard legal protection, ensuring that neither party can claim ignorance of the agreement's terms or later argue that they did not formally consent to be bound by it. Prospective franchisees should carefully review all terms before signing to ensure they fully understand their obligations and rights under the Ben Jerrys Franchise Agreement.