Under Minnesota law, can Ben Jerrys unreasonably withhold consent to the transfer of a franchise?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
e first above written.
OPERATOR BEN & JERRY'S
Minnesota Amendment to Development Agreement
In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the parties to the attached Ben & Jerry's Franchising, Inc. Development Agreement (the "Agreement") agree as follows:
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- Section 6 of the Agreement, under the heading "Default and Termination," shall be supplemented by the addition of the following new subsection 6.8:
- 6.8 Minnesota law provides franchisees with certain termination rights. In sum, Minn. Stat. § 80C.14 (subd.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, Minnesota law impacts the transfer of a franchise. Specifically, the FDD states that Minnesota Statute §80C.14 (subd. 5) requires that Ben Jerrys's consent to the transfer of a franchise may not be unreasonably withheld. This provision is included as a supplement to Section 7 and Section 14 of the franchise agreement, both addressing the transfer of interest.
For a prospective Ben Jerrys franchisee in Minnesota, this means that Ben Jerrys cannot arbitrarily deny a request to transfer the franchise to a qualified buyer. The law aims to protect franchisees from unreasonable restrictions on their ability to sell their business. However, what constitutes "unreasonable" is subject to interpretation and could be a point of contention.
It's important for franchisees to understand the specific conditions under which Ben Jerrys might reasonably withhold consent. These conditions are typically outlined in the franchise agreement and might include the proposed buyer's financial stability, business experience, or willingness to comply with the Ben Jerrys franchise standards. Franchisees should seek legal counsel to fully understand their rights and obligations regarding franchise transfers under Minnesota law.