Does Benihana require franchisees to acknowledge they have read the attachments to the franchise agreement?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1. GRANT OF FRANCHISE AND FRANCHISE TERM
- 1.1 The INTRODUCTION paragraphs set forth above are hereby incorporated in this Article 1 by reference as if set forth fully herein.
- 1.2 BNC grants to Franchisee, and Franchisee accepts, a non-exclusive franchise license to operate a single BENIHANA Restaurant (the "Restaurant") at the specific location approved by BNC and identified in the Contract Data Sheet attached as Exhibit A hereto (the "Location"), using the Marks and the BENIHANA System in accordance with the BENIHANA Standards and the terms of this Agreement. Franchisee expressly acknowledges that the franchise license granted under this Agreement is non-exclusive and that any geographic limitation on BNC's rights to use or license the Marks under this Agreement relates solely to the operation of a BENIHANA Restaurant at the Location.
- 1.3 Unless sooner terminated under with the provisions of this Agreement, the franchise license granted to Franchisee will begin on the Effective Date set forth in the Contract Data Sheet and end fifteen (15) years from the date the Restaurant opens for business to the public (the
Source: Item 23 — Receipts (FDD pages 74–576)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the franchise agreement includes a clause where the franchisee acknowledges the receipt and sufficiency of the mutual covenants and agreements outlined in the agreement. Specifically, the introductory paragraphs of the agreement are incorporated by reference into Article 1, indicating that the franchisee is bound by and has acknowledged these introductory elements.
Exhibit A, the Contract Data Sheet, which specifies the approved location for the Benihana Restaurant, is explicitly mentioned as an attachment to the franchise agreement. By agreeing to the terms of the franchise agreement, the franchisee acknowledges the details within the Contract Data Sheet. This acknowledgment is a standard legal practice to ensure both parties are aware of and agree to the fundamental terms from the outset.
Exhibit C, regarding the Conditional Assignment of Telephone Numbers, and Exhibit F, regarding the confidentiality and restrictive covenant agreements, are also referenced in the franchise agreement. While the franchisee's direct acknowledgment of having read these specific exhibits is not explicitly stated, the agreement's language implies that the franchisee's acceptance of the overall contract includes these attachments. This ensures that franchisees are bound by the terms and conditions outlined in these exhibits, such as those pertaining to telephone number assignments and confidentiality obligations.