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toolsCuppy's Coffee: Some Words from AAFD Raises More Questions
Sean Kelly, publisher of franchise blog FranchisePick.Com and occasional troublemaker, responds to Bob Purvin’s response (Some Words From AAFD On Cuppy’s Coffee and Elite Manufacturing) to the FranchisePick.Com list of alleged franchisee complaints about Cuppy’s Coffee & affiliate Elite Manufacturing (Cuppy’s Coffee Franchise Allegations Are Disturbingly Familiar).
Bob writes: I am delighted that Sean Kelly has now got religion…
I don’t know that I’ve found religion, Bob, but I have found another complaint: Another Cuppy’s Coffee Franchise Allegation on Rip-Off Report.
Bob writes [emphasis mine]: …let me offer a few facts and observations about the AAFD handling of the 5-6 complaints about Cuppy’s Coffee and Elite Manufacturing… Elite Manufacturing readily confirmed that it made refund promises to applicants who were unable to secure financing for a Cuppy’s franchise. It is the AAFD’s understanding that these 5-6 prospective franchisees…
Calculators being in short supply (darn mortgage crisis!), I dusted off my abacus and, between the other post and this one, counted 12* so far. Since most people are not even aware of blogs, it would be fair to assume there are many more out there. The Medina Enterprises website says Cuppy’s Coffee has sold 290 franchises. Perhaps AAFD’s investigation could include getting a list of depositors from Cuppy’s Coffee or Elite Manufacturing. Only they know the true number.
1) Ralcalee; Long Beach, California Source: Rip-Off Report
2) Charles Hunter Source: Complaints Board
3) Rolando BUENA PARK, California Source: Rip-off Report, FranchisePick.Com
4) Jls E STROUDSBURG, Pennsylvania Source: Rip-Off Report
5) Daniel Suarez FranchisePick.Com
6) Steve Tierre Verde, Florida Source: Rip-Off Report
7) KD Source: FranchisePick.com
8) maria Source: FranchisePick.com
9) MJ Source: FranchisePick.com
10) Chip Geneva, Illinois Source: Rip-Off Report
11) Robert Source: FranchisePick.Com
12) Philip, Cottonwood, California Source: Rip-Off Report
Bob writes: AAFD Accredited Contract status is not a guarantee of performance, or success, or a good business model, but it is an assurance of accountability.
Obviously it is not that, either. It’s an assurance solely that the contract wins the AAFD Franchise Agreement Beauty Contest. It’s not an assurance that a franchisor will abide by it, or even provide it to prospects as required by law. It’s not an assurance that a franchisor won’t allow an affiliate to sidestep disclosure laws by accepting monies than “paying the franchise fee” at a later date. It’s not an assurance of fairness whatsoever. If the award is simply a franchise agreement beauty contest, but is widely touted, both by the company and the AAFD, as proof of fair franchising, isn’t that, in essence, franchise fraud?
Bob writes: Elite Manufacturing readily confirmed that it made refund promises to applicants who were unable to secure financing for a Cuppy’s franchise.
I assume that Elite Manufacturing is disclosed as franchise sales agents or brokers for Cuppy’s Coffee?
Bob writes: I read today on one of the posts that an alleged victim claimed he had been promised that his deposit would be escrowed by Elite Manufacturing (Cuppy’s affiliate). Not one of the complaints registered with the AAFD made that contention, and none of the documents shared with us have documented such a claim. This is important information to know, and I invite anyone with evidence, if such exists, of this to contact the AAFD.
Several people mention escrow in their postings, including Rolando on Rip-off Report, saying that he was told “that there VP of operation made a mistake by not putting the down payment in an escrow, so they [can’t] return the down payment in full. He is blaming there Vice President of operations” Look at Rolando’s almost comical retraction where he says his cell phone wasn’t working and Cuppy’s Coffee is now a great company. Reminiscent of the Java Jo’z retractions (including Ben Scoble’s classic “My Mea Culpa”) where folks suddenly threw down their tar and feathers and burst lively renditions of the company song. It’s interesting that you designate this issue “important” but aren’t concerned with potential signs of gag orders, coercion, withheld franchise fees, broken disclosure laws, fraudulent representations on loan applications… What does Webster call it? Confirmation bias?
Bob says: If the Cuppy’s agreement hadn’t been negotiated by the AAFD to qualify for AAFD Accredited Contract Status, the promise of a refund would not have existed!
I’m sure all the franchisees who trusted the company with their life savings because of the AAFD’s praise and award recognizes the AAFD’s contribution to their well-being.
Bob writes: The AAFD has not received one complaint from a Cuppy’s franchisee in business
We haven’t received one comment in defense of the company from a Cuppy’s franchisee either.
It appears that there are 5X as many Cuppy’s franchisees that aren’t in business than those that are. Medina’s website says Cuppy’s Coffee has sold 290 franchises. A recent news story said they’ve “opened” around 60. My abacus tells me that’s nearly a 5:1 ratio. And, dare I say, a potential 230 downpayments?
Bob writes: …some have demanded the AAFD to behead Cuppy’s
Personally, I think that’s a bit extreme. I wasn’t even aware that was an AAFD service. Plus, looking at the Cuppy’s Coffee logo, I think someone already has.
Bob (AKA Clarence) writes: I suggest that some of our critics go rent the movie, “It’s a Wonderful Life” and advance to the scene in which George Bailey responded to a run on the Bedford Savings and Loan. George couldn’t return all the depositors money in just one day…
I don’t recall that Bedford Savings & Loan being a for-profit franchise company (I do seem to recall a prospect saying he was told that every time a deposit is wire-transferred, an angel gets his wings.) In his profile on GoBig Network, Robert “Morg” Morgan states:
We Own and operate businesses that generate in excess of $30,000,000.00 plus in annual sales. 1. A NATIONAL FRANCHISE - Cuppys Coffee & More - 50+ stores open and additional 70 under construction. 2. A NATIONAL COMMERCIAL CONSTRUCTION MANAGEMENT COMPANY - Elite Manufacturing & Construction Management - 3. INTERNATIONAL ECOMMERCE SITE - Generates more than $1,000,000 in annual sales and is set to begin doubling every 120 days.
Maybe George (AKAMorg) should loan Elite some of the $30M to give people their own money back - in full, and not over 20 months.
Bob writes: I have been puzzled by some responses, or concerns raised, about the AAFD.
That’s clear. I have a world of respect for you, Bob. I think you’re a good man in a bad spot. IMHO you’ve got blinders on in this situation, and it’s threatening the credibility of the organization you’ve worked hard to build. Split hairs about contract accreditation, etc. but the bottom line is that the AAFD claims to be a relentless champion of fairness in franchising. If the AAFD is credible, the alarm bells should be clanging loudly and the AAFD fairness fighters should be swinging into action. AAFD should be taking the lead in this, asking the hard questions, not deflecting them. If Cuppy’s Coffee is 100% innocent, then suspend the award until an independent AAFD committee comes back with credible proof that exonerate your member and award recipient. But if you appear to be discounting serious allegations, blaming the victims, and ignoring facts, the AAFD will have all the credibility of the Entrepreneur Hot New Franchises list.
As an aside, doesn’t it strike you as a little ironic that a marketing guy with a blog and a tropical fish have to place these allegations at the AAFD’s feet on a silver platter? Isn’t that the “accreditor’s” job?
Bob writes: All that is needed is the long ago assumed groundswell of franchisee malcontent to surface and support a strong trade association to truly arm itself as the voice of franchisees.
Here’s a point we agree upon. The groundswell is evident on Blue MauMau, FranchisePick.Com, and several other sites. It’s time for the strong trade association to show itself. Any ideas?
* I did not include the Java Jo’z-era depositers who are still reporting not having been paid.
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this may interest you...
It was written:
AAFD Accredited Contract status is not a guarantee of performance, or success, or a good business model, but it is an assurance of accountability.
My reply:
Here is the thing. I just did a quick check, utilizing 10 people. I directed them to go to the AAFD website, review it, and get back to me. Then I asked one question:
What does the Fair Franchising Seal mean?
Guess what they thought it means that the concept has been analyzed, is viable, proven, and a defacto assurance that they will be successful.
As they say “Houston, we have a problem”.
FuwaFuwaUsagi
"Never underestimate the power of stupid people in large numbers."
Grandma Purvin
--Last year, Purvin followed my Grandma's advice and found that you can indeeed catch more flies with honey than with vinegar.
But... If the honey didn't work, Grandma would not hesitate to "box your ears."
...just a thought, Bob ;)
Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400
sued and a respone to the "idiot" comment
My husband and I started the fiasco with Java Jo'z right before the "asset acquisition" and were lied to from beginning to end. We since have lost our store and are being sued by our creditors. We have always had stellar credit and are now worried about our future. Robert "Morg" Morgan told me that he "prayed on it" and I should quit my job as a teacher and all would be fine. Well I am still unemployed and without our store. We had great reviews in the community but could simply not overcome the hole that their lies put us in. We have a second mortgage on our house and that does not count the $229,000 that we owe on our business loan. Our attorney told us that we have a 6 figure case but will not take us on without a 25K retainer. Cuppy's has sapped us. We were one of the first cafes and they learned all of their lessons on our back. Lessons like changing the sign for the cafes while we didn't have proper signage for almost 4 months. Please anyone who is considering anything to do with these people run screaming. You will be left with nothing and no recourse. DO NOT ASSUME BECAUSE YOU ARE HONEST HARDWORKING PEOPLE THAT THEY ARE!! BUYER BE VERY AWARE! My husband and I want nothing extra, just to be made whole again and that will never happen because we do not have the resources they do. It is not about fairness, it is about what is right and they are so wrong!! What if you are at closing and the build out that was supposed to take three months took six, what is your choice but to pay them the final installment and get the business opened, finally??
sued and response...
You misunderstand. I expect nothing back from anyone. Having said that, if someone calls and asks us a question about our experiences, we will tell them. By the same token, if the discussion comes up again on the blogs about the ethics or legitimacy of the Cuppy's organization, we will give our opinion. Anything that we can do on a small scale, since that is all we have, to stop honest people from making the same mistakes we did, we will do.
My husband and I take full responsibility for every decision we made. Unfortunately, we fell in right at the beginning of the "acquisition" and were lost in the shuffle(allowed ourselves to be lose in the shuffle) and allowed ourselves to be lied to. But if there are illegal practices going on, it doesn't matter how "stupid" we were, something should be done.
I have no idea why now after all the information that is out there about Cuppy's anyone would give them a red cent.
Danielle and Mike Wallace
JJ Licensee
Yes, we were and never signed a new contract once they were Cuppy's. Having said that, we did get a Cuppy's sign and operate as a Cuppy's. That was one of our first mistakes, we never had a contract with the Cuppy's entity but continued with our build out etc. One of the reasons that we continued was because my husband had a conversation with Robert Morgan who told him "nothing has changed we are still the same company." I understand, before you all get going again, it was our mistake. But does Java Jo'z Cuppy's have any responsibilty to practice honest business?
jj licensee II
Yes we completed the build out as Cuppy's. Opened and Cuppy's disappeared in terms of marketing and start-up assistance. We had 1/2 of a sign for several months because our sign guy could not get payment from Cuppy's to complete it. We finally tried to go independent because we had wonderful reviews in the community and, not surprisingly, they let us go because as we found out later, they had no real agreement with us. Also not surprising, most of the vendors and suppliers were ecstatic for us to go independent and be able to deal with us directly and not have to deal with Cuppy's. In fact several of the vendors said get as far away from them(Cuppy's) as possible. Unfortunately, we were so much in the hole, now our home equity is involved, we could not continue operating. We had so much to fix on the build out that was done incorrectly, our money just dwindled.
I understand what everyone is saying about going in with your eyes open, but when we started this process, the information was not out there. We checked the BBB and other places to make sure complaints has not been filed. We are not stupid people. We research everything before we buy from out TV to picking out a softball mit for our daughter. It wasn't until I was surfing the net in January 2007 that I got sick to my stomach because I ran across Scoble's post. We thought we were all alone in their continued mismanagement of us, but we found out it was just their way of doing business.
Danielle and Mike Wallace
BBB
Michael:
My point was that the "controversy" about Java Jo'z and Cuppy's was not out there yet when we started the process. I guess my point was once again to those people who are still thinking about a Cuppy's option, run far far away! With all of the info out there now, there is no reason that anyone should give them any consideration let alone any money!
I think we are in a unique situation in that we were there first real Cuppy's Cafe and the fallout about refunding deposits etc. did not apply to us but we were still being screwed just at a different stage of the game.
RE:Tasti Yogurt and a Cup O' Cuppy
My point is don't give "those characters" any money. We would not have, had we started this process later. Like I have said many times, we started the process before all of this crap came to light and were stuck with a half finished store and opened in October 2006.
I was being factious about the "praying on it" and how absolutely ridiculous it was. We were already operating when we were "prayed" for. Unfortunately but not surprisingly his prayers apparently were not heard. Again, being factious!
Best investment EVER !!!
Now that I got your attention:
For those who feel they made a bad investment with an AAFD-member franchisor, a humble suggestion:
It is a modest investment, and worth a shot.
Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400
NO contract is a guarantee.....
Allow me to introduce myself. My name is Chris Schmitz and I am the President of the Meineke Dealers Association. I am also a member of the AAFD Standards committee.
I have read with increasing interest the issues regarding Cuppy’s, Elite, and the individuals who seem clearly entitled to refunds. I have also read with great interest the responses from Doug Hibbing and Bob Purvin. I would like to take this opportunity to make a few points.
1. The AAFD is about to mark 16 years of existence. It is a committed organization filled with dedicated volunteers who have made incredible strides toward increasing the level of fairness in franchising.
2. The process by which contracts get accredited is extensive. The process by which standards are adopted and modified is painstaking to say the least. The contracts that have made the grade are undoubtedly among the fairest in the franchising world.
3. A fair contract is NO GUARANTEE, however. A contract is but a piece of paper which sets the framework for the relationship. Both sides can abuse, ignore, or otherwise attempt to exploit loopholes in any agreement. This is precisely why having a strong and independent franchise association is so critical to help mitigate disputes before they become unmanageable. Active communication between the franchisor and the franchisee association can go a long way to promoting harmony within a franchise system and settling disputes before they spin out of control.
4. The upcoming AAFD conference in May is going to be both interesting and important as it relates to the ever-increasing Cuppy’s controversy. I would recommend that anyone who can make a point of attending.
I have to agree with Michael Webster that it would be inappropriate to pass judgment on this situation without access to all of the facts. I will be following this controversy with great interest and sincerely hope that all of the people who are owed monies are fully refunded as quickly as possible, but I am reminded of something I read recently---
“In a war, while one side may ultimately be able to claim victory, both sides lose”
Hopefully, both sides in this dispute will keep this in mind as they work towards a resolution.
Houston
Fuwa;
Thanks for that; clearly the site needs to stress that the Standards enable a good relationship, but a good relationship in a crappy market may not be worth a lot.
Michael Webster PhD LLB
Franchise News
JJ Licensee?
So, you were a Java Joe Licensee and were paid nothing from Cuppy's?
I had understood that all JJ Licensees had got something - not a full refund, but something.
Was i wrong?
Michael Webster PhD LLB
Franchise News
JJ Licensee II
So you have a Cuppy's sign, a JJ License, but are you operating your business? Or were you not able to complete the build-out?
Michael Webster PhD LLB
Franchise News
Information on License
Danielle writes: "I understand what everyone is saying about going in with your eyes open, but when we started this process, the information was not out there. We checked the BBB and other places to make sure complaints has not been filed. "
Uh, I don't know what to say about this. But checking the BBB is worse than a waste of time. No complaints means nothing at all - but people think it is a positive sign.
Generally, a licensee for this type of biz op, which JJ's was, has less information than a franchisee has.
What was wrong with the build-out?
Michael Webster PhD LLB
Franchise News
Tasti Yogurt and a Cup O' Cuppy
Forget the hybrid Taco Bell/KFC...The new craze is yogurt and coffee...
"Morg" Morgan told me that he "prayed on it" + Jim Amos' prayer breakfasts =
Tasti-Cupp.
Maybe Marx was right...how else do you explain people signing on with these characters?
Accredited Contract does NOT equal Fair Franchising Seal
Please remember to make the distinction between Accredited Contract status and the Fair Franchising Seal. Cuppy's has earned the former, but cannot even be considered for the latter.
Your post quotes the Accredited Contract status and your question of the 10 participants was about the Fair Franchising Seal. Earning the seal, which requires a number of components, not the least of which is the approval of over 75% of the current franchisees, is much harder to obtain and is much more likely to be indicative of a viable, proven franchise system.
Another apologist that doesn't get it.
"Hopefully, both sides in this dispute will keep this in mind as they work towards a resolution."
Let me put together a quick punchlist of actionable tasks to get the ball rolling, shall we?
here's a start:
# Item Owner
------------------------------- -----------------------------------
1 return ALL refundable monies Cuppy's/Elite
asap to victims.
2 contact the white collar crimes Victims (collectively)
division of the ft. walton, FL
police dept.
There is no 'work' to be done to determine a resolution -- pay them all back now and hope the judge gives you probation. Forget the AAFD -- notify law enforcement and let them investigate. Notify the local Ft. Walton news affiliates and let them investigate.
This insinuation found in a lot of these "not so fast" posts as if there is some sort of grey area here is sickening. Look at all of the corroborative evidence coming out of the woodwork here - do you believe these folks are conspiring to defraud Cuppys? If not, then what else would these corroborating stories indicate to you?
I in no way have a horse in this race and yet i'm all worked up and verklempt watching some folks here refuse to identify the obvious. If you can't call out the obvious because it would break the conduct rules for your profession that's fine - but then just don't say anything.
Sleep Tight.
Does Cuppy's Coffee have a franchisee association?
"A fair contract is NO GUARANTEE, however. A contract is but a piece of paper which sets the framework for the relationship." Chris Schmitz makes some valid points, obviously borne of experience. How can a franchisor be granted a fairness award based on a piece of paper and what they say they're going to do? How can a piece of paper be fair? Fairness comes in practice. It comes with abiding by the agreement both in letter and in spirit. Who cares if someone has a fair agreement if they they don't present it to prospects, or if they don't follow it, or if they exploit loopholes.
As FUWA points out, the AAFD website does not communicate that its recipients have good paperwork and good paperwork alone. It says that they have been scrutinized and deemed to be among the good guys, are trustworthy and committed to building a win-win relationship with franchisees. That's what franchisees will take away and franchisors will reinforce in the sales process.
One of the topics that the standards committee should review is whether a good agreement alone is enough for such an important award. How about transparency, opening their books to inspections in the event of allegations such as this? How about voluntary audits of their franchise sales process, their registration and compliance system in practice, and transparency in their promotional and pr efforts and damage control. How about a mandatory independent franchisee association formed when they reach a certain number of units and/or franchisees?
To the AAFD's credit, this award has the power to instill trust in prospects. If that trust is misplaced, AAFD won't have that power for long.
Franchise Pick
Website: FRANCHISE PICK
Re: Accredited Contract...
I think most people on here that have followed this situation knew the difference between the two. However, the AAFD website showed Cuppy's as a Fair Franchise Seal Recipient, up until the end of last week. Which would bring up confusion if you were just looking at that website.
Changing the website was a good step, but one that should've been done as soon as there were franchises for each of the different awards.
My apologies....
"I sincerely hope that all of the people who are owed monies are fully refunded as quickly as possible" This is in direct agreement to your number one, but I believe anytime there is a dispute, there is work to be done to come to a resolution.
As an "apologist", let me say that I am sorry that people are so quick to blame and condemn the AAFD and their certifcation of a contract that hasn't even been signed by many of the people who appear to have been wronged.
Maybe Cuppy's is as guilty as can be and was completely complicit in the actions that have been alleged of Elite.
Perhaps, however, they are trying to do everything they can to make this right. Only time will tell...
At some point one must consider that
these people have to be incredibly stupid to pay money to any franchisor before it is payment at the closing of a purchase transaction.
"Trust me that I won't screw you, and write me a check" is ALWAYS the mark of a thief.
I'm sorry, but who are the lawyers advising these imbeciles before they part with the money?--
Richard Solomon, FranchiseRemedies.com, has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Clarity
A careful review of facts reveals that the 2007 Cuppy's UFOC reveals that
a) Elite is an affiliate;
b) The franchise agreement claims that the initial franchise fee is fully earned upon the signing of the franchise agreement and not refundable.
(I am not sure whether all franchise agreements that the complainants signed are what is posted at Caleasi.)
So now we have a situation in which the disclosed affiliate gets a prospective franchisee to sign a build -out contract - with both parties mutually anticipating that 3rd party financing will be available. There is a "refundable" provision in the build-out contract, but part of the deposit went to a non-refundable franchise fee.
The financing is not available.
The affiliate then promises to pay back the entire deposit including the non-refundable franchise fee, but over time.
There is a disagreement over the length of time - so far unresolved.
And Sleep Tight thinks you are going to get the Florida Police to investigate on that set of facts?!
Good luck. Continue to Sleep. Tight.
Michael Webster PhD LLB
Franchise News
Good Agreement Alone
Franchise Pick writes: "One of the topics that the standards committee should review is whether a good agreement alone is enough for such an important award.
How about transparency, opening their books to inspections in the event of allegations such as this? How about voluntary audits of their franchise sales process, their registration and compliance system in practice, and transparency in their promotional and pr efforts and damage control. How about a mandatory independent franchisee association formed when they reach a certain number of units and/or franchisees?"
All excellent suggestions. But again, I wonder if the monitoring costs are even worth the effort for Accredited Status. You have given me a lot to think about. Unfortunately.
Michael Webster PhD LLB
Franchise News
The Accredited Contract is only the first step...
The Cuppy's franchise has acheived "Accredited Contract" status, NOT a fair franchising seal from the AAFD. That distinction is important, because one indicates that you "talk the talk" the other that you also "walk the walk". Only after demonstrating that their actions are aligned with their words, as judged in no small part by their own franchisees, can a franchisor acheive the Fair Franchising Seal. In retrospect, it appears the concept of Accredited Contract status is largely misunderstood and misinterpreted and needs to be more thoroughly explained on the AAFD website, if not revisited and reconsidered altogether at the conference in May.
At Some Point one must consider that
Yes, I am a stupid imbecile. I guess it ok to break the law
and cheat people just because they are ignorant and stupid. I have plenty of guilt about my failure to see the warning signs.
I could never be accused of overestimating my intelligence. I have a constant stream of wise and intelligent people like you to keep me in check.
Re: At some point one must consider that
Thank you so much for your opinion on my stupidity!
"making it right"
what is their to "try" to "make this right"?
Pull out the checkbook and start writing. Help me understand what other steps need to be taken to "do everything they can". How many hours of labor does it take to write a few checks?
The problem here is that they spent that money so those checks they could write would bounce. Why would they let this situation get so out of control when they could readily stop it by returning the money today, this afternoon. Why? because the money's all gone, that's why. If i'm wrong, please provide another rational explanation because i can't think of one.
Sleep Tight.
Accredited Contract Status
Chris, that is a good point. I wonder to what extent the AAFD can really monitor the execution of franchising relations without a strong IndFA?
On the other hand, how are we going to nurture IndFAs along without some way of recognizing a fairer contract? Surely that is worth something.
My sense is that we are going to have score the accredited contracts differently than we would the Seal. Certain provisions will have to be given a much higher weight.
Michael Webster PhD LLB
Franchise News
more clarity.
"The franchise agreement claims that the initial franchise fee is fully earned upon the signing of the franchise agreement and not refundable."
Go back and read the personal anecdotes of the complaints listed by FranchisePick in his post -- i only see one that discusses the receipt of a Franchise Agreement (Rolando) -- most others talk of signing a 'Purchase Order Agreement' with Elite that stipulated in writing that the 'deposit' was fully refundable in the event they could not secure financing. Many also note that they didn't even receive a UFOC prior to giving the deposit and had not signed any FA.
Furthermore, many indicate that Cuppy/Elite agreed that a full refund was required but then either tried to impose payment terms (x monthly payments for x months) or just never refunded any monies period. If, as you state, that Cuppy's franchise fee is not refundable according to their FA, then why wouldn't they just explain this to these folks who are waiting on their monies? Why wouldn't they just tell them "Look, we bait and switched you and it's all legal. Good Day Sir." or some other nicety?
Thanks for reminding me of the fact that Elite is an affiliate of Cuppy's -- that dovetails nicely with the argument for Cuppy culpability with respect to any Elite shenanigans/crimes.
Sleep Tight.
Probably
the same type of lawyer we got to reveiw our UFOC. You have to do your due diligence on a lawyer also. Our lawyer said our UFOC was okay. That is all he said. Nothing could be further from the truth. If he would of said I am not competant enough to advice you and I'll give you a name of a competant franchise lawyer, I would of been happy. I did confront their firm on this. They are dicussing it now.