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I sell a very unique form of advertising in restaurants. We

print ads directly to the...
I sell a very unique form of advertising in restaurants. We print ads directly to the tables, covered with epoxy and replace the tables every 3 years. the restaurant that i am in discussions with, has another company selling ads their menu's with an auto- renewable contract, since 2005. This company can supply menu boards, menus, placemats and other restaurant advertising but NOT the table ads that i do. they just don't offer that product.
To me, the untrained eye, the contract says, he cannot have any other advertisement in the restaurant, at all. And if he wants to cancel their contract, and allow ANY other type of advertising in his restaurant, they are entitled to the profit they lost over the next two years. I would like someone to look over the contract and tell me if the restaurant owner can cancel their contract and be done with them. Allowing me to sell my table advertising. their contract also says, that if he decides to drop them, he is responsible for paying them back a prorated price for them to return to the current advertisers. I told him that if I can do his tables, i will re-do the menus too, and allow all advertisers to remain on the menus to the end of their current contract with the other company.

How much is this going to cost me to look over this one page contract, and respond. A friend in florida, told me that in florida, auto-renewable contracts are not legal. I am in Minnesota, and dont know the case here.
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Answered in 3 minutes by:
11/13/2012
TexLaw
TexLaw, Attorney
Category: Legal
Satisfied Customers: 4,430
Experience: Lead trial/International commercial attorney licensed 11 yrs
Verified
Hi,

Thank you for your question. You will need to send a scanned version of the contract to [email protected]

In the reference line put:

http://www.justanswer.com/law/7bq5j-sell-unique-form-advertising-restaurants.html?mode=qa

And in the body ask that the attached document be sent to zdnlaw for review.

Thanks,
ZDN
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Customer reply replied 5 years ago

I sent the contract that the restaurant has with the menu company in both JPG, the original. and i also scanned it into WORD text.


 


 

OK. Please stand by while I await its receipt. It could take a bit, so check back in 30 minutes or so.

Thanks,
ZDN
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Customer reply replied 5 years ago

jsut to be sure it is understood.


I would be willing to replace their menu's also, at no additional cost to the advertisers currently there.


Currently they are expiring in April. I could print them now, leave them until april and then re-do them, when they expire with a new contract, separate from my table ads.


 


MY GOAL is to do my table advertising, with no interference from the other company, threatening to sue, etc.


 

You said you had it scanned in as a WORD document? Can you simply cut and paste it into this forum? That will get me the language to review quicker than waiting for customer service to send it my way.

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Customer reply replied 5 years ago

Location: Zimmerman, MN Program: MENU



TableTalk Inc. Lease Agreement


 


This Agreement by and between Table Talk Inc. of Litchfield, Minnesota, a division of Lease Companies, and Longhorn Restaurant, hereafter called Lessor describes the terms and conditions concerning the operation of the Advertising Program designed exclusively for The Long Horn Restaurant


Lessor as owner and/or agent of the owner of the following address: The Long Horn Restaurant does hereby lease and grant exclusively to Table Talk, Inc that Portion of the premises specifically that area on all tabletops, counters and or wall space to display advertising placemats and/or advertising menu boards or menu's, with sufficient access to allow TableTalk Inc. to service and maintain said advertising products supplied.


Product:


TableTalk Inc. will provide high quality advertising products for the exclusive use of Lessor and their customers. As such, Lessor agrees to use said advertising program for the benefit of the participating advertisers throughout term of Agreement. Should Lessor discontinue use of product for any reason, Lessor agrees to reimburse TableTalk, Inc. for refunding advertisers on prorated term remaining. All materials placed upon said premises by TableTalk, Inc. shall always remain the personal property of TableTalk Inc., and may be removed by TableTalk Inc. at any time prior to, or within a
reasonable time after the termination of the Lease or the expiration of the term hereof or any extension thereof.


Term:


This Agreement shall be for a term of 2__ year(s) commencing from the date of the signatures below, with the right of TableTalk Inc. to extend this Agreement from term to term thereafter, with first option of renewal Following the original term of the Lease, the term hereof shall automatically extend from term to term thereafter unless TableTalk, Inc. shall give Lessor or Lessor shall give TableTalk Inc. written notice of cancellation at least sixty days prior to the end of each extended term. An Annual lease fee in the amount of $100 will be paid to Lessor each year upon delivery of product.


 


In the event the Lessor exercises right of cancellation and then attempts to lease the same locations for advertising purposes to any other individual, corporation, business or any other legal entity for the purpose of installing similar advertising, TableTalk Inc. shall have the option of first refusal prior to any new Agreement or lease being executed. Prior to entering into any lease or agreement subsequent to this lease with any advertising company, the Lessor is obligated to provide to TableTalk Inc. the terms of any written offer made by any competing advertising company regarding the lease of the property that is subject to this Agreement. TableTalk Inc. will then have the option to meet any competitors offer and enter into a new lease agreement.


Should TableTalk Inc. waive first option and not enter into a new lease agreement, successor of Leasel License Agreement or its assigns concerning advertising space must pay TableTalk Inc. two times potential gross annual revenues, based on existing number of advertising spaces being sold by TableTalk, Inc. Lessor shall then be paid a fee amounting to 20% of said buyout from competing company.


Entire Agreement


It is expressly understood that neither the Lessor nor the Lessee-is bound by stipulations, representations agreements not printed or written in this lease. This lease shall inure to the benefit of and be binding upon the personal representatives, heirs, successors, and assigns of the parties hereto.
All items in the Agreement subject to Minnesota law


By} their signatures below, both parties acknowledge and agree to the terms of the Agreement as stated above, upon this _12_ day of April, 2005


- ------------------------- -----------------------------------------------------------


I sell a very unique form of advertising in restaurants. We print ads directly to the tables, covered with epoxy and replace the tables every 3 years. the restaurant that i am in discussions with, has another company selling ads their menu's with an auto- renewable contract, since 2005. This company can supply menu boards, menus, placemats and other restaurant advertising but NOT the table ads that i do. they just don't offer that product.


To me, the untrained eye, the contract says, he cannot have any other advertisement in the restaurant, at all. And if he wants to cancel their contract, and allow ANY other type of advertising in his restaurant, they are entitled to the profit they lost over the next two years. I would like someone to look over the contract and tell me if the restaurant owner can cancel their contract and be done with them. Allowing me to sell my table advertising. their contract also says, that if he decides to drop them, he is responsible for paying them back a prorated price for them to return to the current advertisers. I told him that if I can do his tables, i will re-do the menus too, and allow all advertisers to remain on the menus to the end of their current contract with the other company.


 


How much is this going to cost me to look over this one page contract, and respond. A friend in florida, told me that in florida, auto-renewable contracts are not legal. I am in Minnesota, and dont know the case here.

The charge for this service is what you have agreed to pay and no more, unless you desire to provide a "tip."

Let's take a look at what you are asking one issue at a time.

1. Does this contract forbid the restraurant owner from selling space on his menues to advertisers?

The contract grants Table Talk an exclusive right to "all tabletops, counters and or wall space to display advertising placemats and/or advertising menu boards or menus." The language is arguably vague on this issue. You are stating that your product goes on the table top, and so it would be prohibited by this exclusivity clause.


2. Does the contract state that if restaurant cancels the contract and allows any other advertising, then Table Talk gets 2 years profit?

No, the contract at this point stops making sense and will likely not be enforceable on this point. It specifically states: "Should TableTalk Inc. waive first option and not enter into a new lease agreement, successor of Leasel License Agreement or its assigns concerning advertising space must pay TableTalk Inc. two times potential gross annual revenues, based on existing number of advertising spaces being sold by TableTalk, Inc. Lessor shall then be paid a fee amounting to 20% of said buyout from competing company." There is no definition of who the "successor to the lease license agreement" is or what exactly the "lease license agreement" is. Further this provision is simply not enforceable as it is an illegal penalty.

3. Are contracts auto-renewable in Minnesota.


Yes.

While the contract is auto-renewable, it may also be canceled at the end of each term by the restaurant giving notice to Table talk 60 days before the end of the term. Further, the attempt by Table Talk to restrain the restaurant from ever having another party advertise there is likely illegal.

So in conclusion, the restaurant owner is bound to the end of the term. However, I believe that this contract is illegal as to the rest of the terms involved. The restaurant may have to obtain a declaratory judgment on this matter, or seek the court's input through a lawsuit.

-ZDN

Please
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Customer reply replied 5 years ago

the contract is for 2 years. starting on April 2005, therefore ending in April 2013.


After that time, the restaurant is under no further obligation, for anything, at anytime?


and if i offer to replace their product, with an identical product, BEFORE The contract is completed, thus keeping the current advertisers whole, do we still have to refund the money to the table Talk company to refund to the advertisers as it states?


 


 

Customer reply replied 5 years ago

After re-reading your advise., I am a little confused by the last paragraph.section 3. "


Further, the attempt by Table Talk to restrain the restaurant from ever having another party advertise there is likely illegal."


 


are you saying, if i go ahead NOW, and sell the advertising, My tables will be installed roughly in January, they cannot restrain me, or sue the restaurant at that point?


 


By the way, we have a lot of restaurants with our advertising in your area, dallas fort worth. I personally worked on a set in Watauga. Chefs Pointe Cafe. Fabulous food, bring a big wallet, it ain't cheap! www.chefpointcafe.org


 

The restaurant has to send a written 60 day notice of termination to Table Talk to prevent the automatice renewal.

If you offer the restaurant to replace Table Top's product with your product and keep the same advertisers, this could get you into trouble. If you are going to take the same advertisers that Table Top has, this would make you liable for tortious interference with a contract (the contract between Table Top and the restaurant, and Table Top and the advertisers). You can't approach the parties advertising with table top to compete with table top until the restaurant ends the contract with table top.

Further, I don't read the contract as stating that Table Top is going to reimburse or pay back advertisers, I read it that Table Top wants to simply collect the revenue it would have collected otherwise (which is likely an illegal clause).


You ask "are you saying, if i go ahead NOW, and sell the advertising, My tables will be installed roughly in January, they cannot restrain me, or sue the restaurant at that point?"

No. Table top has exclusivity until April 2013, assuming that the restaurant gives a 60 day notice. If you install your tables, they can sue the restaurant for breach of contract and may sue you for tortious interference with a contract. You have to wait until the termination is complete.

Even then, Table Top may still try to sue, but you would likely win the lawsuit because they would be attempting to enforce illegal provisions.
TexLaw
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Category: Legal
Satisfied Customers: 4,430
Experience: Lead trial/International commercial attorney licensed 11 yrs
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Customer reply replied 5 years ago

.

Do you still need an answer to the questions below?

"I have another question about the same contract.
I went to the restaurant owner with your comments. As i walked in, he hit me with another problem, which may not be!!

he owns 3 restaurants and has the same contract with all three, each one written individually on the same date.

here is the NEW news:

The company was Table Talk, the original contract was renewable every 2 years, and started April, 2005. and he was paid $100.

Sometime over the period, Table Talk sold out to MediaUSA.


MediaUSA came into only ONE of his restaurants, signed a 1 year agreement for $50 per year.

They did send him a check for $50 to each of his restaurants, but no signed agreement with the other two.


Question 1: when TableTalk sold out, i did not see anything in their agreement about the contract being transferable. is it?

Question 2: If he did not sign a contract with the new company on his other two restaurants, is he bound by the contract for all three, because they did send him a check for $50 each for all three. Each check sent to the individual restaurants.

Question 3: How much are you going to charge me to answer the first 2 questions?

I have a copy of the new MediaUSA contract. made out to only the one restaurant. although when i scanned it, the filled in lines are too light to read, but the typed part is clear, of course.

Of the three restaurants, i only want to do my advertising in two of them, and these two are not the ones covered by the new contract. of are they?

Les"
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Customer reply replied 5 years ago

sorry, when it was not answered by monday night i reposted it, got my answer. i thought i had deleted it from your blog here. sorry

Hi,

That's ok. I'm glad you got your answer.

Best Regards,
ZDN
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