Judge narrows Ben & Jerry's 'silencing' lawsuit

A U.S. federal judge has significantly narrowed a lawsuit brought by Ben & Jerry’s against its former parent company, Unilever, dismissing seven of ten claims and parts of an eighth. The remaining allegations focus on financial obligations rather than broader issues of corporate control or freedom of expression. The ruling came after a legal battle that spanned several years and centered around accusations that Unilever sought to silence Ben & Jerry’s social activism and reshape its governance structure. U.S. District Judge Kevin Castel in Manhattan ruled that the majority of the claims brought by Ben & Jerry’s and its independent directors were not valid under the terms of the 2000 acquisition agreement. This included allegations that Unilever attempted to restrict the company’s ability to engage in political advocacy, such as criticizing the Israeli occupation of the West Bank and expressing views on U.S. politics. The judge also determined that Magnum, the Dutch firm that acquired Ben & Jerry’s from Unilever in 2023, would replace Unilever as the main defendant in the case. The dismissed claims largely revolved around the operation of Ben & Jerry’s as an independent entity, particularly its ability to maintain its social mission and board independence. These rights were established during the 2000 acquisition, which allowed the ice cream company to retain unusual autonomy compared to typical corporate buyouts. However, tensions escalated in 2021 when Ben & Jerry’s ceased sales in the Israeli-occupied West Bank, prompting a series of disputes with Unilever. The surviving claims involve allegations that Unilever failed to make required payments following a 2022 settlement regarding the sale of Ben & Jerry’s trademark rights in Israel. According to the lawsuit, Unilever was obligated to pay $2.5 million directly to Ben & Jerry’s and another $2 million to support Palestinian almond farmers. Both parties have acknowledged these financial claims can move forward, though they seek to dismiss them as well. Ben & Jerry’s had previously accused Unilever of breaching the 2000 merger agreement by restricting its freedom of speech and removing a CEO who supported the company’s activist stance. The alleged censorship extended to efforts to prevent public criticism of then-U.S. President Donald Trump ahead of his second term. Unilever denied these allegations, stating that the former CEO left voluntarily and that the company did not interfere with Ben & Jerry’s messaging. The judge emphasized that the language of the merger agreement did not grant the independent directors or the Ben & Jerry’s Foundation the authority to bring lawsuits on behalf of the company concerning director appointments or removals. However, the directors may still pursue claims related to the missed payments independently. Magnum expressed approval of the ruling, noting that it reduces the scope of the litigation and highlights the continued success of the Ben & Jerry’s brand. Meanwhile, Unilever and Magnum are also working to dismiss a separate defamation lawsuit filed by Anuradha Mittal, who was removed as chair of the independent board in December 2023. Mittal alleges she was targeted for her support of Palestinian rights. Ben & Jerry’s has long been known for its commitment to social causes, dating back to its founding in 1978 by Ben Cohen and Jerry Greenfield. Its activism has often placed it at odds with larger corporations, particularly in matters involving international politics and human rights. The ongoing legal dispute underscores the complexities of maintaining corporate autonomy within a larger conglomerate structure. The case involves multiple entities, including Unilever, which owns other global brands such as Dove, Hellmann’s, Knorr, Lifebuoy, and Vaseline. Magnum, the current owner of Ben & Jerry’s, also manages other well-known ice cream brands like Breyers, Klondike, and Wall’s. As the legal proceedings continue, the outcome could set a precedent for how corporate acquisitions handle the balance between commercial interests and social responsibility.