Under the Minnesota Amendment, can Ben Jerrys unreasonably withhold consent to the transfer of a franchise in Minnesota?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Section 7 of the Agreement, under the heading "Transfer of Interest," shall be supplemented by the addition of the following new subsection 7.4:
- 7.4 Minnesota law provides franchisees with certain transfer rights. In sum, Minn. Stat. §80C.14 (subd. 5) currently requires that consent to the transfer of the franchise may not be unreasonably withheld.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the Minnesota amendment ensures that Ben Jerrys cannot unreasonably withhold consent to the transfer of a franchise within the state. Specifically, Minnesota law Minn. Stat. §80C.14 (subd. 5) mandates that consent to franchise transfers cannot be unreasonably withheld. This provision is integrated into the franchise agreement to protect the franchisee's rights regarding transfer. This protection is explicitly mentioned within Item 22, which discusses contract modifications pertinent to Minnesota franchisees.
This stipulation is a notable benefit for prospective Ben Jerrys franchisees in Minnesota. It ensures that if a franchisee decides to sell their business, Ben Jerrys must have a legitimate, justifiable reason to deny the transfer to a potential buyer. Without this protection, Ben Jerrys could potentially impede the sale for arbitrary reasons, negatively impacting the franchisee's investment and exit strategy. This provision aligns with the broader aim of the Minnesota Franchises Law to provide a fair balance of power between franchisors and franchisees.
Furthermore, the Minnesota amendment includes additional protections for franchisees, such as specific notice periods for termination and non-renewal, and stipulations regarding litigation and waivers. These amendments collectively aim to ensure that Minnesota franchisees are afforded certain rights and remedies under state law, preventing Ben Jerrys from enforcing terms that might be disadvantageous or contrary to Minnesota statutes. This comprehensive approach to franchisee protection makes the Ben Jerrys franchise offering in Minnesota more appealing by providing a more secure and equitable business environment.