Is the RA® SUSHI Marks subject to the Benihana franchise agreement?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
6.1.1 The RA® SUSHI Marks will be subject to a separate license agreement between Franchisee and RA Sushi Holding Corp. as provided in Section 3.11.1.
3.11.1 The parties expressly acknowledge and agree that, in addition to the BENIHANA products to be served at the Restaurant, Franchisee will offer for sale products to be agreed upon by the parties under the RA® SUSHI name and trademarks (and listed on SCHEDULE 1-A to this Agreement).
This provision will require Franchisee to execute a license agreement ("RA® Sushi License Agreement") with RA Sushi Holding Corp., or its successor or assign, in a form to be agreed to by the parties.
Franchisee
agrees to do so, and Franchisor will use all its best reasonable efforts to cause RA Sushi Holding Corp. to execute the RA® Sushi License Agreement with Franchisee.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the RA® SUSHI Marks are not subject to the Benihana franchise agreement itself. Instead, a separate license agreement is required.
Specifically, Benihana franchisees will need to execute a separate license agreement directly with RA Sushi Holding Corp. This agreement, termed the "RA® Sushi License Agreement," will outline the terms and conditions for using the RA® SUSHI name and trademarks in connection with the sale of agreed-upon products at the Benihana Restaurant. Benihana states that it will use its best reasonable efforts to ensure that RA Sushi Holding Corp. executes this separate license agreement with the franchisee.
This arrangement means that while a Benihana franchisee can sell RA® SUSHI products, the rights and obligations related to those specific products are governed by a different contract with a different entity (RA Sushi Holding Corp.) rather than the standard Benihana franchise agreement. This may have implications for dispute resolution, renewal terms, and other legal considerations, as the franchisee would be dealing with two separate franchisors for different aspects of the business.