Under what condition would the Circuit Court for the Eleventh Judicial Circuit in Miami-Dade County, Florida be the venue and exclusive proper forum for litigation related to the Guaranty for a Benihana franchise?
Benihana Franchise · 2024 FDDAnswer from 2024 FDD Document
GUARANTOR hereby irrevocably submits to the jurisdiction of the United States District Court for the Southern District of Florida ("Southern District of Florida"), which shall be the venue and exclusive proper
forum in which to adjudicate any case or controversy arising, either directly or indirectly, under or in connection with this Guaranty, except to the extent otherwise provided in this Guaranty. GUARANTOR agrees that it is subject to personal jurisdiction in the Southern District of Florida, and GUARANTOR further agrees that, in the event of litigation arising out of or in connection with this Guaranty, GUARANTOR will not contest or challenge the in personam jurisdiction or venue of the Southern District of Florida. If and only if the Southern District of Florida lacks subject matter jurisdiction over any matter litigated under this Guaranty, then the Circuit Court for the Eleventh Judicial Circuit (or its successor) in and for Miami-Dade County, Florida ("11th Judicial Circuit") shall be the venue and exclusive proper forum for such litigation. GUARANTOR agrees that GUARANTOR is subject to personal jurisdiction in the 11th Judicial Circuit, and, in any litigation brought in that court under this Section, GUARANTOR agrees that GUARANTOR will not contest or challenge the 11th Judicial Circuit's jurisdiction over GUARANTOR. GUARANTOR hereby irrevocably waives, to the fullest extent GUARANTOR may effectively do so, the defense of an inconvenient forum to the maintenance of any action or proceeding and any right to jurisdiction on account of GUARANTOR's place of residence or domicile. GUARANTOR agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2024 FDD)
According to Benihana's 2024 Franchise Disclosure Document, the Circuit Court for the Eleventh Judicial Circuit in Miami-Dade County, Florida, will be the venue and exclusive proper forum for litigation related to the Guaranty only if the United States District Court for the Southern District of Florida lacks subject matter jurisdiction over the matter.
This means that any legal disputes arising under the Guaranty will initially be heard in the Southern District of Florida. However, if that court does not have the legal authority to hear the specific type of case (subject matter jurisdiction), then the case will be litigated in the Miami-Dade County Circuit Court. The guarantor also agrees to be subject to personal jurisdiction in the 11th Judicial Circuit and will not challenge the court's jurisdiction.
This clause ensures that there is a clear and agreed-upon venue for resolving disputes related to the Guaranty, which can save time and legal costs. It also prevents the guarantor from contesting the jurisdiction or venue, streamlining the legal process. Prospective Benihana franchisees should be aware of this clause and understand that they are agreeing to litigate in these specific courts under the conditions described.