In dealings with you, do Benihana's officers, directors, employees, and agents act in an individual capacity?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
| 12. | Has any employee or other person speaking on behalf of BNC made any statement, promise, or agreement, or given you any assurances concerning your ability to obtain the inventory that you may wish to purchase in connection with the operation of a BENIHANA® Restaurant? |
|---|---|
| Yes | |
| No | |
| 13. | Do you understand that the approval of BNC of a location for a BENIHANA® Restaurant |
| does not constitute an assurance, representation, or warranty of any kind as to the | |
| successful operation or profitability of a BENIHANA® Restaurant at the location? | |
| Yes | |
| No | |
| 14. | Do you understand that BNC's approval of a financing plan for operation of a |
| BENIHANA® Restaurant does not constitute any assurance that such financing plan is | |
| favorable, or not unduly burdensome, or that a BENIHANA® Restaurant will be successful | |
| if the financing plan is implemented? | |
| Yes | |
| No | |
| 15. | Do you understand that, in all dealings with you, the officers, directors, employees, and |
| agents of BNC act only in a representative capacity and not in an individual capacity and | |
| such dealings are solely between you and BNC ? | |
| Yes | |
| No |
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the officers, directors, employees, and agents of Benihana National Corp. (BNC) act only in a representative capacity, not in an individual capacity, when dealing with franchisees. This means that all interactions and dealings are solely between the franchisee and BNC as a corporate entity.
This provision protects the officers, directors, employees, and agents from personal liability related to the franchise agreement. Franchisees cannot pursue individual officers, directors, employees, or agents for actions or decisions made on behalf of the corporation. The franchisee's recourse is limited to BNC itself.
Prospective franchisees should understand that this clause is designed to protect Benihana's representatives. It is a common practice in franchising to ensure that individual employees or officers are not held personally liable for business decisions or actions taken in their official capacity. This arrangement encourages individuals to act in the best interest of the company without fear of personal legal repercussions.