What does the Releasor represent and warrant regarding the assignment or transfer of claims related to the Benihana franchise agreement?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
Release by Releasor: Releasor does for itself, its successors and assigns, hereby release and forever discharge generally the Franchisor and any affiliate, wholly owned or controlled corporation, subsidiary, successor or assign thereof and any shareholder, officer, director, employee, or agent of any of them, from any and all claims, demands, damages, injuries, agreements and contracts, indebtedness, accounts of every kind or nature, whether presently known or unknown, suspected or unsuspected, disclosed or undisclosed, actual or potential, which Releasor may now have, or may hereafter claim to have or to have acquired against them of whatever source or origin, arising out of or related to any and all transactions of any kind or character at any time prior to and including the date hereof, including generally any and all claims at law or in equity, those arising under the common law or state or federal statutes, rules or regulations such as, by way of example only, franchising, securities and anti-trust statutes, rules or regulations, in any way arising out of or connected with the Agreement, and further promises never from this day forward, directly or indirectly, to institute, prosecute, commence, join in, or generally attempt to assert or maintain any action thereon against the Franchisor, any affiliate, successor, assign, parent corporation, subsidiary, director, officer, shareholder, employee, agent, executor, administrator, estate, trustee or heir, in any court or tribunal of the United States of America, any state thereof, or any other jurisdiction for any matter or claim arising before execution of this Agreement.
If Releasor breaches any of the promises, covenants, or undertakings made herein by any act or omission, Releasor must pay, by way of indemnification, all costs and expenses of
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the Releasor, which includes its successors and assigns, agrees to release and forever discharge Benihana (the Franchisor) and its affiliates from all claims, demands, damages, injuries, agreements, contracts, indebtedness, and accounts. This release covers all types of claims, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, and actual or potential, that the Releasor may have against Benihana. These claims arise from any transactions before the date of the agreement.
This means that the Releasor promises not to institute, prosecute, commence, join in, or attempt to assert any action against Benihana, its affiliates, successors, assigns, parent corporation, subsidiaries, directors, officers, shareholders, employees, agents, executors, administrators, estates, trustees, or heirs in any court or tribunal. This promise applies to any matter or claim arising before the execution of the agreement, in any jurisdiction.
For a prospective Benihana franchisee, this clause is significant because it means that by signing the release, they are giving up any right to sue Benihana for anything that happened before the franchise agreement was signed. This includes potential claims related to franchising, securities, and anti-trust statutes. If the Releasor breaches this promise, they must indemnify Benihana for all costs and expenses incurred as a result of the breach.