Under what condition 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 Preliminary Agreement is generally interpreted under Vermont law. However, if any provision of the Preliminary Agreement is unenforceable under Vermont law, and the Deposit Area (location of the prospective Ben Jerrys shop) is outside of Vermont, then the laws of the state where the Deposit Area is located will govern that specific provision.
For a prospective Ben Jerrys franchisee, this means that while Vermont law generally applies to the Preliminary Agreement, there's an exception. If a specific part of the agreement isn't valid in Vermont, the law of the state where the Ben Jerrys shop will be located will be used to interpret that particular part. This ensures that the agreement remains as enforceable as possible, regardless of where the shop is located.
This clause aims to balance Ben Jerrys's preference for Vermont law with the need to comply with local regulations. Franchisees should be aware of this provision and understand that certain aspects of their Preliminary Agreement might be subject to the laws of their own state, especially if those aspects are not enforceable under Vermont law. Franchisees should consult with a legal professional to understand the implications of this clause in their specific situation.