In a decision that will likely limit the scope of corporate‑social‑mission disputes, U.S. District Judge Kevin Castel in Manhattan dismissed seven of the ten claims filed by Ben & Jerry’s against its former parent company Unilever. The ruling leaves only two claims—both concerning alleged missed payments—alive.
Background of the dispute
Ben & Jerry’s, the Vermont‑based ice‑cream maker known for flavors such as Cherry Garcia and Phish Food, was acquired by Unilever in 2000. The merger agreement preserved an independent board and allowed the brand to continue its charitable and social‑mission work, a rarity in corporate acquisitions.
According to the complaint, the relationship began to fray in 2021 after Ben & Jerry’s stopped selling ice cream in the Israeli‑occupied West Bank. The company alleges that Unilever responded by attempting to censor its speech—particularly protests against the war in Gaza and criticism of President Donald Trump’s second term—while also removing a chief executive who supported the brand’s activism.
Judge’s findings
Judge Castel ruled that the merger agreement’s plain language does not give Ben & Jerry’s Class I directors or the Ben & Jerry’s Foundation a right to sue on the company’s behalf over board appointments or removal. He noted that directors may challenge new board‑eligibility requirements, but any claim about censorship must be brought by the directors personally, not on behalf of the corporation.
The judge also determined that the two remaining claims—both alleging that Unilever failed to make required payments under a 2022 settlement—could proceed. Unilever allegedly owes $2.5 million to Ben & Jerry’s and $2 million to support Palestinian almond farmers.
Corporate responses
Magnum, the Amsterdam‑based company that now owns Ben & Jerry’s after the spin‑off from Unilever last year, welcomed the decision, saying it significantly narrows the case and that the Ben & Jerry’s brand continues to thrive.
Unilever denied any censorship, stating that the former chief executive resigned voluntarily and that the company has complied with its contractual obligations.
Related litigation
Separately, Unilever and Magnum are seeking dismissal of a defamation lawsuit filed in San Francisco by Anuradha Mittal, a former chair of Ben & Jerry’s independent board. Mittal claims the companies vilified her for supporting Palestinian rights.
Other brands owned by Magnum include Breyers, Klondike and Wall’s, while Unilever’s portfolio features Dove, Hellmann’s, Knorr, Lifebuoy and Vaseline.
Implications
The ruling underscores the challenges faced by companies that embed social missions into their corporate structures, especially when those missions intersect with contentious geopolitical issues. Legal experts note that the decision may set a precedent for how merger agreements are interpreted when activist activities are at stake.
For Ben & Jerry’s, the narrowed case means the focus will now be on financial compliance rather than broader claims of corporate censorship.
Original reporting: Appleton, WI News Feed (HLL/CB) — read the source article.
