Under which 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.
- 26.2 Except as otherwise provided in this Agreement, any claim or controversy arising out of or related to this Agreement (including any claim that the Agreement or any of its provisions is invalid, illegal, or otherwise voidable or void), the relationship between BEN & JERRY'S and OPERATOR, or OPERATOR's operation of the Scoop Shop shall, as a condition to filing the legal action, first be subject to the alternative dispute resolution process ("ADR Process"). The ADR process shall not be required by either BEN & JERRY'S or OPERATOR with respect to (a) any claim or dispute involving actual or threatened disclosure or misuse of the confidential information of BEN & JERRY'S, (b) any claim or dispute involving the ownership, validity, or use of the Proprietary Marks, (c) any claim or dispute related to monies owed to BEN & JERRY'S by OPERATOR (including, but not limited to, all actions to collect such monies owed (whether by BEN & JERRY'S or a collection agency designated by BEN & JERRY'S)), (d) any claim or dispute involving the insurance or indemnification provisions of this Agreement, or (e) any action to enforce the covenants set forth in Section 17 of this Agreement.
- 26.3 The ADR Process under this Section 26 is not intended to alter or suspend the rights or obligations of the parties under this Agreement or to determine the validity or effect of
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 generally be interpreted and construed under the laws of Vermont. This means that if there are disputes about the meaning or application of the agreement, Vermont law will be used to resolve them. However, there is an exception: if any provision of the agreement would not be enforceable under Vermont law, and the Ben Jerrys Scoop Shop is located outside of Vermont, then the laws of the state where the Scoop Shop is located will govern that specific provision. This ensures that the agreement complies with local laws and regulations where the franchise operates.
This applicable law provision extends to the Guarantee Provision as well. Unless otherwise specified, the terms used in the Guarantee Provision have the same meaning as in the Franchise Agreement and are interpreted and construed according to Section 26 of the Agreement, which specifies Vermont law. Similar to the main agreement, if any part of the Guarantee Provision is unenforceable under Vermont law and the Scoop Shop is outside Vermont, the laws of the state where the Scoop Shop is located will apply to that specific part.
However, the FDD also notes some modifications for franchisees in Maryland. Certain sections of the agreement related to legal actions, specifically sections 14.3.3, 26.4, 17.4, 17.6 and 15, are replaced with clauses that stipulate any legal action must be initiated in the judicial district where Ben & Jerrys has its principal place of business, except for claims arising under the Maryland Franchise Registration and Disclosure Law. These claims have specific venue and time limit requirements. This indicates that while Vermont law generally applies, certain state-specific franchise laws, like those in Maryland, can override this.