Can Ben Jerrys unilaterally make changes to the agreement?
Ben_Jerrys Franchise · 2025 FDDAnswer from 2025 FDD Document
- a. This Agreement, the attachments hereto, and the documents referred to herein constitute the entire agreement between BEN & JERRY'S and PROSPECTIVE OPERATOR concerning the subject matter hereof and supersede any prior agreements, no other representations having induced PROSPECTIVE OPERATOR to execute this Agreement. Except for those permitted to be made unilaterally by BEN & JERRY'S hereunder, no amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
Source: Item 23 — RECEIPTS (FDD pages 134–358)
What This Means (2025 FDD)
According to Ben Jerrys's 2025 Franchise Disclosure Document, the franchise agreement between Ben Jerrys and the developer can only be amended, changed, or varied if both parties mutually agree and execute the changes in writing. However, there are exceptions where Ben Jerrys is permitted to make unilateral changes to the agreement. This means that while most changes require mutual consent, Ben Jerrys retains the right to make specific alterations on its own under certain circumstances as defined within the franchise agreement.
This clause is important for prospective franchisees as it clarifies the conditions under which Ben Jerrys can alter the agreement without requiring the franchisee's explicit consent. It balances the need for stability in the contractual relationship with the franchisor's need to adapt the franchise system. Understanding these permitted unilateral changes is crucial for franchisees to be aware of their rights and obligations.
It is common in franchising for franchisors to reserve some rights to make unilateral changes to maintain uniformity and competitiveness within the system. However, the scope of these rights can vary significantly. A prospective Ben Jerrys franchisee should carefully review the franchise agreement to understand the specific circumstances under which Ben Jerrys can make unilateral changes and how those changes might affect their business operations. This includes understanding what constitutes a permitted unilateral change and what remedies, if any, the franchisee has if they disagree with a change made by Ben Jerrys.