A federal judge on Friday dismissed major portions of a Ben & Jerry's lawsuit accusing its former parent Unilever of trying to silence the ice cream maker's social activism, dismantle its board and stop funding its namesake foundation….
asserted
judge → dismiss → foundation
Ben & Jerry's accused Unilever of violating the 2000 merger agreement by censoring its speech, which has included protests against the war in Gaza, and ousting a chief executive who supported the company's social activism.
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who → accuse → activism
The alleged censorship also included an effort to suppress planned criticism of U.S. President Donald Trump as he began his second White House term….
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he → allege → term
Unilever denied censoring Ben & Jerry's and said the former chief executive voluntarily resigned.
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executive → deny → Ben
Castel said the merger agreement's "plain meaning" did not afford Ben & Jerry's Class I directors and the Ben & Jerry's Foundation a right to sue on behalf of the company, including on the appointment and removal of directors.
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meaning → say → directors
There's also an accusation that Unilever "violat[ed] a 2022 settlement over the sale of Ben & Jerry's trademark rights in Israel, by failing to pay $2.5 million to Ben & Jerry's and $2 million to support Palestinian almond farmers"; the parties "agreed that claims over the missed payments could proceed for now."
uncertain
claims → be → payments
Ben & Jerry's Homemade, Inc. ("Ben & Jerry's") was founded in 1978.
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Inc. → found → 1978
In addition to its ice cream, it is well known for being "outspoken on—and often on the vanguard of—a variety of societal issues, including those involving human rights and social justice."
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it → know → rights
The company has taken positions on issues ranging from Cold War spending (it launched the "Peace Pop" in 1988) to LGBTQ+ rights (it has offered benefits to employees' same sex partners since 1991).
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it → take → 1991
This action arises from the continued desire of the Ben & Jerry's Independent Board (the "Board") to identify the brand with its "social mission" amid pushback from the company's corporate parents, but the issues presented on this motion to dismiss largely turn on contract interpretation….
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issues → arise → interpretation
After more than twenty years of operation in which Ben & Jerry's achieved commercial success, several suitors expressed interest in acquiring the company.
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suitors → achieve → company
One set itself apart from other bidders by agreeing to a unique governance structure that would "preserve[ ] Ben & Jerry's authenticity and autonomy[.]"
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that → set → authenticity
That suitor, Unilever, prevailed, and the deal was memorialized in 2000 in the "Merger Agreement."
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deal → prevail → Agreement
The Merger Agreement provided that Ben & Jerry's would have an Independent Board with "primary responsibility" over "the objectives of the historical social mission" and "the integrity of the essential elements of the Ben & Jerry's brand-name[.]"
Per section 6.14(a) of the Merger Agreement, seven of the eleven seats on the Board must be filled by independent directors.
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seats → provide → directors
The shareholder of Ben & Jerry's is required to cause the appointment of new independent directors nominated by a majority of then-seated independent directors.
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shareholder → require → directors
With respect to removal, Conopco "shall remove any director of any Class at the written request of at least a majority of the directors of such Class then in office" but "shall not otherwise remove any member of the Company Board[.]"
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Conopco → remove → Board
Directors serve one-year terms and consult on the appointment and removal of the Ben & Jerry's CEO, among other responsibilities.
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Directors → serve → responsibilities
"Each member of the Company Board … and all employees of [Ben & Jerry's] shall agree to abide by the Unilever Code of Business Conduct[.]"
Over time, the Board and Unilever began to clash over certain business decisions.
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Board → agree → decisions
For example, when in 2008 the Unilever-appointed CEO of Ben & Jerry's proposed closing the company's factory in Waterbury, Vermont, the Board opposed the closure on the basis that it "would have devastated the local economy."
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it → appoint → economy
Unilever ultimately agreed to abide by the Board's decision not to close the plant in Waterbury, which is today "one of the company's most efficient[.]"
In 2022, the Board and Unilever were no longer able to resolve their differences outside of court.
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Board → agree → court
The Board sued Unilever when it licensed Ben & Jerry's trademark rights "in the Occupied Palestinian Territories … sans the Independent Board's approval[.]"
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it → sue → approval
The litigation ended with a "Settlement Agreement" between Unilever and the Board.
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litigation → end → Unilever
The Settlement Agreement provides that Unilever and Conopco will "[c]ontinue to source at least 50% of the non-dairy base mix in North America from Canaan Fair Trade for the next ten years, subject to availability of supply, consumer safety or quality concerns."
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Unilever → provide → concerns
Canaan Fair Trade, a Palestinian supplier, has provided Ben & Jerry's with ice cream ingredients "for nearly a decade[.]"
The Settlement Agreement also required Unilever to "make two $2,500,000 payments to Ben & Jerry's" that "[u]nder no circumstances" would be made later than July 30, 2023, for the first payment, or July 30, 2024, for the second.
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Agreement → provide → second
The Board's Chair was required to engage in good faith consultation with Unilever on the ultimate recipient of those funds, and Unilever promised that its "consent [would] not be unreasonably withheld."
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consent → require → funds
After the then-Chair of the Board, Anuradha Mittal, in June 2024 designated Jewish Voice for Peace and the San Francisco-Bay Area Chapter of the Council on American-Islamic Relations as potential recipients, Unilever responded with objections that "were riddled with inconsistencies."
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that → designate → inconsistencies
The Complaint describes Unilever's stated reason for blocking the donations, namely wishing "to remain 'neutral' on the Palestinian-Israeli conflict[,]" as pretextual, citing Unilever's previous donation to an Israeli organization that "acts as an auxiliary service to the Israeli Defense Forces (IDF)."
Subsequently, after "months of negotiations at Unilever's behest," the Settlement Agreement was amended.
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Agreement → describe → behest
The "Settlement Amendment" provides that "commencing in 2024, Ben & Jerry's/Unilever will make payments totaling $2 million USD annually to Canaan Fair Trade [ ], directly or through a third party, for the use of Palestinian almonds (or for the direct benefit of Palestinian almond farmers), for at least ten years[.]"
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Unilever → provide → years
It also states that these payments "will be verified by auditors selected by the Independent Board" and that confirmation of the payments "will be sent to the Chair of the Independent Board quarterly."
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confirmation → state → Board
"Unilever failed to disburse Canaan's 2025 funds or engage in the [ ] review process, [ ] insisting upon conditions which do not appear in the Settlement Amendment, even after being provided context and documents from Canaan."
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which → fail → Canaan
Earlier, Unilever allegedly blocked Ben & Jerry's from speaking out in support of a ceasefire in Gaza, the free-speech rights of protestors, and Black History Month.
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Unilever → block → protestors
In December 2023, for instance, Unilever was told that Ben & Jerry's would issue the following statement in response to the conflict in Gaza: "Ben & Jerry's calls for peace and a permanent and immediate ceasefire."
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Ben → tell → peace
Unilever allegedly responded by "threaten[ing] to dismantle the Independent Board and sue the board members individually[.
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Unilever → respond → members
In early 2025, Stever received a performance review that "chastised [him] for 'repeatedly acquiesc[ing]'" to the Board.
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that → receive → Board
In March 2025, Unilever told the Board that it planned to remove Stever as CEO.
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it → tell → CEO
Despite Unilever's promise in the Merger Agreement to consult in good faith with the Board on the removal of the CEO, it "attempted to impose an arbitrary four-day deadline for the Independent Board to convene, appoint a committee, analyze the merits of removal, [and] draft a 'consultation' in writing[.]"
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Board → consult → writing
Unilever also refused the Board's request for its "minutes, notes, and materials related to the removal decision[.]"
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Unilever → refuse → decision
During "Mr. Stever's tenure, Ben & Jerry's outperformed Unilever's ice cream portfolio[.]"
The Ben & Jerry's Foundation, a private charitable organization founded with an initial gift from Ben & Jerry's co-founder Ben Cohen, also has drawn the attention of Unilever, and subsequently, Magnum.
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Foundation → outperform → Unilever
In 2025, Unilever requested, for the first time, an external audit of the Foundation.
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Unilever → request → Foundation
The audit was billed as "routine[.
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audit → bill → ?
…and 25 more, not listed.
The Aporia
