Under what conditions might Ben Jerrys consent to a transfer of the agreement by the Developer?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
y applicable notice period, or if this Agreement is terminated as a result of DEVELOPER'S default, DEVELOPER shall pay to BEN & JERRY'S all damages, costs and expenses, including late fees, collection fees, interest at one and one-half percent (1.5%) per month, or the highest permissible rate, and reasonable investigation and attorney's fees incurred by BEN & JERRY'S as a result of any such default or termination. All such interest, damages, costs and expenses may be included in and form part of the judgment awarded to BEN & JERRY'S in any proceedings brought by BEN & JERRY'S against DEVELOPER.
7. TRANSFER OF INTEREST
- 7.1 BEN & JERRY'S shall have the right to transfer or assign all or any part of its rights or obligations herein to any person or legal entity, and any designee of BEN & JERRY'S shall have the right to transfer or assign this Agreement and all or any part of its rights or obligations herein to any person or legal entity, and any designated assignee of BEN & JERRY'S shall become solely responsible for all obligations of BEN & JERRY'S under this Agreement from the date of assignment.
- 7.2 DEVELOPER understands and acknowledges that BEN & JERRY'S has granted this Agreement in reliance on the business skill, financial capacity, and personal character of DEVELOPER or the owners of DEVELOPER. Accordingly, neither DEVELOPER, nor any individual, partnership, corporation, limited liability company, or other legal entity that directly or indirectly owns any interest in DEVELOPER or in the assets of DEVELOPER'S businesses, shall sell, assign, transfer, convey, give away, pledge, mortgage, or otherwise encumber ("Transfer") any direct or indirect interest in this Agreement, DEVELOPER (including any direct or indirect interest in a corporate or partnership DEVELOPER) or in all or substantially all of the assets of DEVELOPER'S businesses (including any Scoop Shop directly or indirectly owned by DEVELOPER, DEVELOPER'S shareholders, owners, or subsidiaries of DEVELOPER) without the prior written consent of BEN & JERRY'S.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Developer needs prior written consent from Ben & Jerry's to Transfer any direct or indirect interest in the Agreement. Ben & Jerry's may terminate the agreement without an opportunity to cure if a transfer occurs without their consent. Ben & Jerry's acknowledges that they granted the agreement based on the business skill, financial capacity, and personal character of the Developer.
Ben & Jerry's may reasonably condition its consent to a Transfer on certain factors. These factors include the requirement that the proposed Transfer under the Agreement be made with a simultaneous transfer of all comparable interests held by the transferor under all Franchise Agreements executed under this Agreement.
Additionally, Ben & Jerry's may require satisfaction by the Developer or its affiliates of any or all of the conditions and requirements for transfers set forth in the form of the Franchise Agreement that Ben & Jerry's deems applicable to a proposed transfer under this Agreement. Failure by Ben & Jerry's to provide approval or consent in writing constitutes a denial.