Does the Benihana assignment agreement allow BNC to seek injunctive relief in any appropriate jurisdiction?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
Assignor and Assignee further agree they have and will continue to have a substantial relationship with BNC at its offices in Miami, Florida, and with the exception of BNC's right to seek injunctive relief in any appropriate jurisdiction as set forth below, any action by or against either Assignor or Assignee arising out of or relating to this Assignment may be commenced, litigated, and concluded only in a state or federal court of general jurisdiction in the State of Florida.
Assignor and Assignee agree that Florida represents the most convenient forum for the parties to litigate any disputes between them.
Accordingly, Assignor and Assignee irrevocably submit to the jurisdiction of such courts and waive any objection they may have to either the jurisdiction or venue of such court.
Assignor and Assignee further waive any objection that such court is an inconvenient forum.
BNC has the option, at its sole discretion, of bringing any action seeking equitable relief to enforce the terms of this Assignment in any court of competent jurisdiction in order to prevent real or threatened harm, and Assignor and Assignee consent to the entry of injunctive relief, including, without limitation, temporary retraining orders and/or preliminary and permanent injunctions without the requirement of bond, according to the usual equity rules in the jurisdiction in which such relief is sought.
Source: Item 23 — Receipts (FDD pages 74–576)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the assignment agreement grants BNC (Benihana National Corp.) the right to seek injunctive relief in any appropriate jurisdiction. Specifically, BNC has the option to bring legal action seeking equitable relief to enforce the terms of the assignment in any court of competent jurisdiction. This is intended to prevent real or threatened harm.
Furthermore, the assignor and assignee consent to the entry of injunctive relief, which includes temporary restraining orders and preliminary or permanent injunctions, without the requirement of a bond. This consent is subject to the usual equity rules in the jurisdiction where such relief is sought. This provision ensures that Benihana can act swiftly to protect its interests in cases of potential or actual harm related to the assignment agreement.
This clause is significant for prospective Benihana franchisees because it outlines the legal recourse available to the franchisor in the event of a dispute or breach of the assignment agreement. It also highlights the franchisee's agreement to be subject to injunctive relief, potentially without a bond, which could have immediate and significant implications for their business operations.