Under what state's laws will the Ben Jerrys agreement be interpreted and construed?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- 26.1 This Agreement takes effect upon its acceptance and execution by BEN & JERRY'S, and shall be interpreted and construed exclusively under the laws of the State of Vermont, which laws shall prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of the choice-of-law rules of such state); provided, however, that if any provision of this Agreement, including the covenants in Section 17 of this Agreement, would not be enforceable under the laws of the State of Vermont and the Scoop Shop is located outside of the State of Vermont, then that provision shall be interpreted and construed under the laws of the state in which the Scoop Shop is located. Nothing in this Section 26.1 is intended by the parties to subject this Agreement to any franchise or similar law, rule, or regulation to which this Agreement would not otherwise be subject.
Source: Item 22 — CONTRACTS (FDD pages 133–134)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement will be interpreted and construed under the laws of Vermont. Specifically, the laws of Vermont will prevail in the event of any conflict of law. However, there is an exception to this rule. If any provision of the agreement, including the covenants in Section 17, would not be enforceable under Vermont law, and the Scoop Shop is located outside of Vermont, then that provision will be interpreted and construed under the laws of the state in which the Scoop Shop is located.
This means that while Vermont law generally governs the franchise agreement, the laws of the state where the Ben Jerrys Scoop Shop is located could take precedence under certain circumstances. This is particularly relevant if a specific clause, like those related to non-compete agreements (Section 17), is unenforceable in Vermont but enforceable in the state where the Scoop Shop operates.
For a prospective franchisee, this clause highlights the importance of understanding the specific laws of the state where they plan to operate their Ben Jerrys franchise, especially concerning the enforceability of certain contractual provisions. It also emphasizes the need to consult with a legal professional who is familiar with both Vermont law and the laws of the state where the franchise will be located to fully understand their rights and obligations under the franchise agreement.