How will the Benihana Franchise Agreement be construed and enforced, aside from instances where the Wisconsin Fair Dealership Law applies?

According to the 2024 Benihana Franchise Disclosure Document, for franchises sold in Wisconsin, the Wisconsin Fair Dealership Law supersedes any conflicting provisions in the Franchise Agreement. However, in all other respects, the Franchise Agreement will be construed and enforced according to its terms. This means that outside of the specific protections afforded by Wisconsin law, the standard terms of the Benihana Franchise Agreement will govern the relationship between Benihana and the franchisee.

This provision ensures that Benihana franchisees in Wisconsin receive the benefits and protections of the Wisconsin Fair Dealership Law, which provides certain rights regarding termination and changes in competitive circumstances. For example, Benihana must provide at least 90 days' written notice for termination or substantial changes, with 60 days to rectify any deficiencies. Non-payment defaults require a 10-day notice to remedy.

For prospective Benihana franchisees, this addendum highlights the importance of understanding both the standard Franchise Agreement and any state-specific addenda. Franchisees operating outside of Wisconsin will be subject to the standard terms of the agreement, while those in Wisconsin will have additional protections under state law. It is crucial for franchisees to be aware of these differences to fully understand their rights and obligations.