Ben & Jerry’s and former independent directors on its board saw most of their lawsuit against former owner Unilever, dismissed in federal court on Aug. 21, with US District Judge P Kevin Castel ruling that Ben & Jerry’s Class I directors and the Ben & Jerry’s Foundation lacked the right to sue on behalf of the ice cream company.
The court discarded seven claims, and part of an eighth, regarding the company’s political activism, wherein the Ben & Jerry’s Foundation and its board of independent directors accused Unilever of trying to dismantle the board and block its public statements on the ongoing conflict between Israel and Palestine, the policies of President Donald Trump and other political topics.
Unilever purchased the social-equality-minded ice cream brand in 2000, but the deal included protections for Ben & Jerry’s social mission.
“The provisions of the merger agreement granting the board authority over certain aspects of Ben & Jerry’s are in tension with the provisions of the agreement that circumscribe the Class I Director’s power to sue,” the court said. “The board’s powers, including those of the Class I Directors, are limited and outlined exhaustively, and they do not include the right to sue on behalf of Ben & Jerry’s.”
Neither Unilever nor Ben & Jerry’s could be immediately reached for comment.
Magnum becomes the defendant
The court ruled that The Magnum Ice Cream Company (TMICC) would replace Unilever as the principal defendant in the case.
Magnum, an Amsterdam-based ice cream company, was spun off from Unilever in 2025, with Unilever maintaining a minority stake in Magnum of just under 20%.
Magnum released a statement following the decision, published in Just Food, praising the court decision.
“We welcome the court’s decision to significantly narrow the scope of the unwarranted litigation brought by the plaintiffs,” Magnum said. “The decision to grant our request and drop Ben & Jerry’s from the case rightly demonstrates that the former directors had no right to sue on behalf of Ben & Jerry’s, which is thriving under TMICC’s ownership.”
What claims remain
The remaining claims allege that Unilever failed to pay Ben & Jerry’s $2.5 million under a 2022 settlement over Unilever licensing Ben & Jerry’s trademark rights in “Occupied Palestinian Territories” without the board’s approval.
Ben & Jerry’s also argues that the companies agreed to “make payments totaling $2 million 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 10 years.”
The court also allowed former directors to challenge new eligibility requirements for the independent board, which were changed by Magnum, according to the court decision.
The lawsuit argued that following its separation from Unilever, Magnum implemented new board governance changes that forced independent board chair Anuradha Mittal and two other members, Jennifer Henderson and Daryn Dodson, off the panel.
