Which state's laws govern the Benihana franchise agreement?

According to Benihana's 2024 Franchise Disclosure Document, the Guaranty, and any claims related to it, will be governed by and construed in accordance with the laws of the State of Florida. This means that if there are disputes related to the Guaranty, Florida law will be used to interpret the agreement. The guarantor also submits to the jurisdiction of the United States District Court for the Southern District of Florida, which will be the venue and exclusive proper location for any legal proceedings.

This clause is important because it establishes which state's laws will apply in case of a dispute, providing clarity and predictability. Franchise agreements often include such clauses to avoid confusion and ensure that all parties understand which legal framework governs their relationship. Specifying Florida as the governing law and the Southern District of Florida as the venue means that any legal actions would need to be pursued in that specific court, which could have implications for franchisees located outside of Florida.

However, it is important to note that this clause specifically applies to the Guaranty and claims related to it. The FDD does not specify which state's laws govern the Benihana Franchise Agreement itself. A prospective franchisee should clarify with Benihana which state's laws govern the Franchise Agreement to fully understand their legal obligations and rights.