Under what conditions can amendments or changes to the Ben Jerrys agreement be binding on either party?
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, changes or amendments to the franchise agreement are generally not binding on either Ben Jerrys or the franchisee unless specific conditions are met. This is a standard clause in franchise agreements to ensure clarity and prevent unilateral changes.
Specifically, no amendment, change, or variance from the Ben Jerrys Agreement is binding on either party unless both parties mutually agree to the changes. Furthermore, the agreed-upon changes must be documented in writing and executed by authorized officers or agents of both Ben Jerrys and the franchisee. This requirement ensures that all modifications are formally documented and agreed upon, reducing the potential for disputes.
However, there is an exception. Ben Jerrys can make unilateral changes that are explicitly permitted within the franchise agreement itself. Additionally, the agreement does not disclaim or require the franchisee to waive reliance on any representation that Ben Jerrys made in the most recent disclosure document, including its exhibits and amendments. This is subject to any agreed-upon changes to the contract terms and conditions described in that disclosure document and reflected in the agreement, including any riders or addenda signed at the same time as the agreement.