Under what conditions can the Ben Jerrys agreement be amended, changed, or varied?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 15.1 This Agreement, the attachments hereto, and the documents referred to herein constitute the entire Agreement between BEN & JERRY'S and DEVELOPER concerning the subject matter hereof, supersedes any prior agreements, and no other representations having induced DEVELOPER to execute this Agreement. Except for those permitted to be made unilaterally by BEN & JERRY'S hereunder, no amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
- 15.2 Notwithstanding the foregoing, nothing in this Agreement shall disclaim or require DEVELOPER to waive reliance on any representation that BEN & JERRY'S made in the most recent disclosure document (including its exhibits and amendments) that BEN & JERRY'S delivered to DEVELOPER or its representative, subject to any agreed-upon changes to the contract terms and conditions described in that disclosure document and reflected in this Agreement (including any riders or addenda signed at the same time as this Agreement.
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 can only be amended, changed, or varied if both parties mutually agree to the changes in writing. This means that neither Ben Jerrys nor the franchisee can unilaterally alter the agreement, except for specific changes Ben Jerrys is permitted to make on its own as outlined in the agreement.
This requirement for mutual written consent ensures that both Ben Jerrys and the franchisee are in agreement on any modifications to the original contract. This protects both parties by preventing unexpected or unwanted changes to the franchise terms. It also provides a clear record of any amendments, reducing the potential for disputes.
However, the agreement also specifies that franchisees cannot waive reliance on representations made by Ben Jerrys in the most recent disclosure document. This protects the franchisee by ensuring that Ben Jerrys cannot disclaim information provided in the FDD, subject to any agreed-upon changes reflected in the final agreement. This clause aims to provide transparency and protect the franchisee's interests regarding the information presented during the franchise sales process.
In summary, while the Ben Jerrys franchise agreement is designed to be comprehensive, it also allows for amendments, changes, or variances, provided they are mutually agreed upon and documented in writing. This ensures fairness and clarity in the ongoing relationship between Ben Jerrys and its franchisees, while also safeguarding the franchisee's reliance on the FDD.