Candy Bouquet's 2003 UFOC

Posted Wed, 2009/03/18 - 15:21 by anonymous

Let's have some fun and with the help of the lawyers let's tear apart the Candy Bouquet 2003 UFOC. Candy Bouquet International, Inc. Information for Prospective franchisees Required By The Federal Trade Commission ******************* To protect you, we've required your franchisor to give you this information. We have not checked it, and don't know if it is correct. It should help you make up your mind. Study it carefully. While it includes some information about your contract, don't rely on it alone to understand your contract. Read all of your contract carefully. Buying a franchise is a complicated investment. Take your time to decide. If possible show your contract and this information to an advisor like a lawyer or an accountant. If you find anything you think may be wrong or anything important that's been left out, you should let us know about it. It may be against the law. There may also be laws on franchising in your state. Ask you state agencies about them Federal Trade Commission Washington, D>C. 20580 ______________________________________________________________________ The Franchisor represents that this prospectus does not knowingly omit any material fact or contain any untrue statement of a material fact. Candy Bouquet International, Inc. ______________________________________________________________________ Franchise Offering Circular This offering Circular is for the offer and licensing of franchises for a CANDY BOUQUET retail operation, specializing in a unique system of florally arranged candy on stems to emulate flowers. We also offer candles of the highest quality sole in sacks, boxes, or loose in bins. Our "floral type" arrangements can be custom made to order and may contain gift items and paper goods as well as candy arranged florally. Intial Franchise fee begins at $3,500 for an area with a population of under 5,000 and increases up to $27,000 for an area between 200,001 to 250,000 in poupulation. Areas over 250,000 are fiqured at a rate of $110.00 per thousand. The Estimated Initial Investment ranges from $7,270 - $46,130. Approximately $2,000 of each of these respective amounts will be paid to Candy Bouquet International. Inc. ("CBI") to purchase an intial packet of opening supplies. Total fees payable to Candy Bouquet International, Inc. prior to opening range from $5,500 to $29,000. RISK FACTORS: THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO ARBITRATE WITH CANDY BOUQUET INTERNATIONAL, INC. ONLY IN ARKANSAS, OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH CANDY BOUQUET INTERNATIONS, INC. IN ANY STATE OTHER THAN IN YOUR HOME STATE. THE AGREEMENT ALSO STATES THAT LAWSUITS MUST BE FILED IN ARKANSAS. THIS PROVISION MAY BE SUPERSEDED BY CERTAIN STATE LAWS. THE FRANCHISE AGREEMENT STATES THAT ARKANSAS LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. INFORMATION COMPARING FRANCHISORS IS AVAILABlE. CALL YOUR STATE ADMINISTRATOR OR YOUR PUBLIC LIBRARY FOR SOURCES OF INFORMATION. RESGISTRATION OF THIS FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS IT OR HAS REVIEWED THE INFORMATION IN THIS OFFERING CIRCULAR. IF YOU LEARN THAT ANYTHING IN THE OFFERING CIRCULAR IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION. THE ATTORNEY GENERAL IN YOUR STATE, OR OTHER GOVERNING AGENCY. FOR THOSE STATES LISTED IN EXHIBIT G AND PAGES 16 THROUGH 17 OF THE FRANCHISE AGREEMENT THE ADDRESS OF THE GOVERNING AGENCY, ALONG WITH STATEMENT REQUIRED BY THAT PARTICULAR STATE IS INCLUDED. EFFECTIVE DATES OF REGISTRATION FOR THOSE STATES ARE LISTED IN EXHIBIT C OF THIS CIRCULAR. ---------------------------------------------------------------------- This is the first two pages of the Candy Bouquet 2003 UFOC. Do you see any misleading statements?

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36 Forum Remarks

By michael webster2009-03-19 07:53

Reviewing a UFOC

This could be a very handy exercise, which I would be happy to assist in.

First, here is the 2008 UFOC from Caleasi.

Michael Webster, a franchisee attorney in Toronto, Ontario, publishes a website on business opportunities and franchises called "The BizOp News"

By Barbara Jorgensen2009-03-25 10:01

I read recently that if the UFOC is ambiguous

If a UFOC is ambiguous, (not clear) it can be deemed unenforable in court. It is more important than material facts.

By Paul Steinberg2009-03-25 12:32

Ambiguity

Ambiguity does not ipso facto render even a particular contractual provision unenforceable, let alone an entire contract.

And with regard to an Offering Circular, a lack of clarity may or may not have consequences. Offering Circulars (whether for stock, condos, or franchises) are often governed by state (and sometimes federal) law and you may or may not have a private right of action in the event of inaccuracies in the Offering Circular.

Material facts DO matter greatly. As one example, if there is an inaccuracy but there has been no reliance by the plaintiff, then the court may properly take a "no harm, no foul" approach. As another example, if the plaintiff comes to court with "unclean hands" the court may leave the parties where it finds them, notwithstanding the plaintiff having an otherwise-valid claim.

That is why it is very important to wash your hands thoroughly before going into court.

Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400

By anonymous2009-03-25 19:34

There are 15 states that give franchise purchasers specific

legal rights. Which includes the right to bring private lawsuits if the zor omits or violates any of the corresponding state disclosure requirements. l. California 2.Hawaii 3.Illinois 4. Indiana 5.Maryland 6. Michigan 7. Minnesota 8. New York 9. North Dakota 10. Oregon 11. Rhode Island 12. South Dakota 13. Virginia 14. Washington 15. Wisconsin Disclosures required: l The Franchisor, It's Prdecessors And Affiliates 2. Business Experience 3. Litigation 4. Bankruptcy 5. Initial Franchise Fee. 6. Other Fees 7. Initial Investment 8. Restrictions On Sources Of Products And Services. 8. Restrictions On Sources Of Products And Services 9. Franchisee's Obligations 10. Financing 11. Franchisor's Obigations. 12. Territory 13. Trademarks 14. Patents, copyrights and Proprietary Information 15. Obligation To Participate In the Actual Operation of the The Franchise Business 16. Restrictions On What The Franchisee May Sell 17. Renewal, Termination, Transfer And Dispute Resolution 18. Public Figures 19. Earnings Claims 20. List Of Outlets 21. Financial Statements 22. Contracts 23. Receipt.

By rizham4562010-02-12 17:59

Hi i am Riz and i am running

Hi i am Riz and i am running a franchise

eliteflyers

By anonymous2009-03-24 00:31

Candy Bouquet does NOT have Federal Trademark Registry

The letter reads from the Federal Trademark Registry search: Hello, As you requested, we have just completed a Federal Trademark Registry search for the mark "Candy Bouquet Internationl LLC.." Good News! That specific wordmark has not been registered as a Federal Trademark. (Keep in mind that there are still other factors that dictate whether or not a trademark can be registered.) If you would like to move forward with an application for the Federal Trademark Registration, we can handle that for you. Our fee for application process is $599 which includes the $325.00 application fee to the federal government. Please don't hesitate to give me a call if you have any questions about Trademarks or the application process. If you decide to go ahead with the Tradmark Application process, we can complete an application over the phone, or you can go to our site and fill out our easy to use online form Here' the link: www.directincorporation.com/ /tm_order_registration.php. There you have it. Candy Bouquet should not have the symbol that is a registered trademark. I found it interesting in many FDD's they mention the name that it is supposely a trademark. That is why they change it in the UFOC as "Marks!" Very misleading.

By anonymous2009-03-24 00:35

Keep in mind tomorrow I will not be around a computer

I will be back around 9:00 p.m. tommorrow. I will be eager to hear Candy Bouquet people's response to this. I promise to check it out when I get home and we can discuss it more on Wed. Here's to getting down to the nitty gritty of a FDD.

By Guest2009-03-19 10:51

Start on the first page of the Candy Bouquet Offering Circular

Starting with the first few pages, looking in paticular at (ii - iii) of the Caleasi Candy Bouquet Offering Circular, what are the first red flags you might like to point out? http://134.186.208.228/caleasi/PDFDocs/004988311.PDF This could be what the original poster was trying to point out.

By anonymous2009-03-19 10:31

People can review the 2008 UFOC

It is a simple exercise that will help people understand how the zor protects themselves and how it can be misleading. It doesn't matter what year, they have the same clauses. Thanks Michael for your help. Putting the 2008 UFOC was helpful. People will be able to check that UFOC out too.

By anonymous2009-03-18 15:28

Let's tear apart Candy Bouquet's 2003 UFOC

I will help other's see what is misleading and hopefully help people understand how people get trapped. It begins with the UFOC/FDD and ends with the UFOC/FDD.

By anonymous2009-03-19 12:22

The first page is exactly like CBI'S March 4th, 2008

What things do you see on the very first page that do not help the buyer in purchasing a franchise? This is not Candy Bouquet but the Federal Trade Commission instrutions. That alone can direct people in the wrong direction. People who never bought a franchise or don't have the knowledge they need to protect themselves. The "Bomb Clause written on the first page." "The Franchisor represents that this prospectus DOES NOT KNOWINGLY omit any material fact or contain any untrue statement of a material fact."

By Donna2009-03-19 12:43

Anonymous

Are you a franchise attorney? Donna

By anonymous2009-03-19 13:07

Who I am does not matter

That is why my registered name is anonymous. Over a year CBI zee's have been complaining. Let's get to the meat of the problem.

By Guest2009-03-19 12:42

Re: The first page is exactly like CBI'S March 4th, 2008

So are you saying anything written in the UFOC no one group or organization including Candy Bouquet International knowingly omits any material facts or contains any untrue statements? What about the first sentence on page ii where the word Candy Bouquet is shown as a registered trademark. That in itself is an UNTRUE statement made by Candy Bouquet International in it's own UFOC. That registered trademark appearing after the Candy Bouquet name makes one think Candy Bouquet is a trademarked name when in fact it is not.

By anonymous2009-03-19 13:23

The CBI UFOC is saying

it is knowingly omits any material fact or contains any untrue statements. Let us stick to what is written. The purpose is to figure out what the UFOC is telling you.

By Guest2009-03-19 13:27

Re: The CBI UFOC is saying

located at: http://www.uspto.gov/# trademark search: http://tess2.uspto.gov/bin/gate.exe?f=tess&state=4010:q33vc7.1.1 search terms to use: "Candy Bouquet" "Candy Bouquet International" "Margaret Mcentire" There you will find out candy bouquet is not a trademark and there are others who have tried to trademark the words candy bouquet prior to candy bouquet international. All candy bouquet international owns per trademark is the logo, candybouquet.com and another slogan "A Candy Store with More" Too bad the internet was not so much used in Candy Bouquet's early years or this information would have surfaced much earlier. Many franchisees bought into candy bouquet thinking candy bouquet as a name was trademarked. When you get to training is where you learn candy bouquet is not trademarked and they give you the canned speach "we are working on it" there is the second UNTRUTH.

By anonymous2009-03-19 13:57

Interesting

The UFOC states CBI does not knowingly omit any material fact or contain any untrue statment of a material fact. We have read all the complaints from CBI zees. Again let's stick to what is written. Omit means "to fail to include." The Franchisor states this (UFOC) does not knowingly fail to include any material fact or contain any untrue statement of a material fact. They are telling people there are no misrepresentations period in their written disclosures. If there is, they do not know about it.

By Guest2009-03-20 08:17

Re: Interesting

"or contain any untrue statement of a material fact" Does not the use of a registered trademark after the word candy bouquet apply to: "or contain any untrue statement of a material fact" as the use of the trademark is UNTRUE? Please expand on what you are saying.

By anonymous2009-03-20 10:50

Under the bomb clause

It is written Candy Bouquet International, Inc. It does not say trademark. That is their Corporation's name.

By anonymous2009-03-20 12:08

The trademark, Candy Bouquet Inc.

I am printing out the franchise agreement from 2008. I did google the word "Trademark." It was interesting that they use a franchise sample franchise agreement from Candy Bouquet. On page 10 of the sample franchise agreement it says: 14. The franchisee acknowledges that the franchisor has a prior and superior claim to the Candy Bouquet name. You will operate and promote the Candy Bouquet franchise under the name "Candy Bouquet in the legal name of its corporation, partnership, or any business entity used in conducting business provided for this Agreement. All business by you will be conducted under your own name (individual, partnership, or corporation) doing business as (DBA) "Candy Bouquet" or "Candy Bouquet- A delicious alternative to flowers. The franchisee also agrees not to register, or attempt to register a trade name using Candy Bouquet in the franchisee's name or that of any other person or business entity without prior written consent of CBI. You acknowledge that CBI is the owner of any trademark, service marks, trade namus, logo types, or commercial symbols (collectively, the "Marks") licensed to you by this Agreement and that all usage of the Marks and any goodwill established shall inure to our exclusive benefit. Your will not use any Marks as part of any company name or in writing by us. You agree not to contest the validity or any ownership rights of CBI in the Marks, and you will not register or attempt to register any of the marks. B. Infringements You agree to immediately notify us of any infringement of or challenge to your or our use of the Trademark, any Copyrights, or any other Marks or claim by any person of any rights in any Trademark. You agree that you will not communicate with any person, other than us and our counsel, in connection with any such infringement, challenge or claim. CBI alone has the right to control or settle any legal actions or proceedings regarding its trademark. CBI will protect your right to use the trademarks, service marks, trade names, logo types or other commercial symbols,or indemnify the franchisee from any loss, cost or expenses arising out of any claim, suit or demand regarding the use of the name. You agree not to contest CBI's right, title or interest in such trademark. You agree to execute any and instruments and documents, render such assistance and do such acts and things as may, in the opinion or our counsel, be necessary or advisable to protect and maintain our interests in any such litigation or Patent and TRADEMARK Office or other proceeding or to otherwise protect and maintain our interest in the Marks. C. Modification or Discontinuance of Trademark If it becomes advisable at any time in our sole discretion for you to modify or discontinue use of any Trademark and/ or use one or more additional or substitute Trademarks, you agree to do so. You agree to use your own legal counsel or other advisor to determine if the Candy Bouquet name and Trademark is a valid and useable mark within your Exclusive Territory at this specific time. When you google you will find this. I also found a link to Webster's website talking about people complaining Candy Bouguet is not a trademark. Interesting article. You should read it.

By anonymous2009-03-20 12:47

Misleading statements of trademark of Candy Bouquet

Candy Bouquet: claims they have a prior and SUPERIOR CLAIM TO THE CANDY BOUQUET NAME. If they have a superior claim to the name of candy bouquet and it is in fact a logo, how can it be A SUPERIOR CLAIM TO THE NAME CANDY BOUQUET? Candy Bouquet: The franchisee also agrees not to register, or attempt to register a trade name using Candy Bouquet in the franchisee's name or that of any other person or business entity without prior written consent of CBI. They do not want you to register without their permission. They do not have a trademark on Candy Bouquet why would they discourage you from trying to resgister your business under Candy Bouquet? If it is a logo it is not a superior claim to a name therefore of course they would discourage everyone from doing this. Candy Bouquet: You agree that you will not communicate with any person, other than us and OUR counsel, In connection with any such infringement, challenge or claim. CBI alone has the right to control or settle any legal actions or proceedings regarding its trademark,... Why do you think they do not want you to communicate with any person, (i.e. other than us and our counsel, in connection with any such... CBI alone has the right to control or settle any legal actions or proceedings regarding its trademark... What trademark? It needs to be told like it really is. (Proceeding regarding it's logo.) They do not have a trademark period.

By anonymous2009-03-20 12:21

In "The Bizop News"

Michael Webster claims if you search the US trademark database, which you can find here. Type in "Candy Bouquet" and you will find that the franchisor "owns"only a logo. They disclaim any trademark interest in the words "Candy Bouquet" apart from the logo.

By Guest2009-03-20 10:56

Re: Under the bomb clause

Go to the CalEasi website to see what we are talking about. On the front page of the offering, Candy Bouquet is written with the registered mark next to it. This is what is being talked about.

By anonymous2009-03-20 10:50

Under the bomb clause

It is written Candy Bouquet International, Inc. It does not say trademark. That is their Corporation's name.

By Guest2009-03-20 13:45

Re: Under the bomb clause

Get past the logo which is a registered trademark, start reading the first sentence on page ii, there you will see the word CANDY BOUQUET®. This is the misuse of the ® registered mark they are using that leads you beleive it is a registered trademark word.

By anonymous2009-03-20 14:58

The logo is a registered trademark the name Candy Bouquet

is not. It doesn't take much to register for a trademark name. Why do you think they do this? There has to be a logical reason why they do not register Candy Bouquet as a trademark. The only reason I could think they do this is they can get people to think they are buying something that is unique and no one else can copy it. Because the difference between a registered trademark is somewhat similar to a copyright or a patent. Not registering a trademark, however lies in the competition that is apparent in business. A trademark is telling people that the product's name and design are the exclusive property of the company. It also provides notice that the trademark has indeed been registered. Only a legally registered trademark can be represented with that symbol. It doesn't make sense. Could it be that business names are not trademarked they must be copyrighted. You do not see trademark logos on business names could that be the reason?

By Guest2009-03-20 15:26

Re: The logo is a registered trademark the name Candy Bouquet

Seems like Mr Webster might need to please step in and help us solve this question...id possible.

By Barbara Jorgensen2009-03-21 02:43

Michael they need your help

Please respond.

By Donna2009-03-21 07:07

This may help

http://www.uspto.gov/web/offices/com/sol/foia/ttab/2fissues/2004/78058216.pdf

By Donna2009-03-21 07:28

Also

Fast forward to page 14 of the UFOC- Trademarks and Copyrights - http://134.186.208.228/caleasi/PDFDocs/004988326.PDF Donna Klim CBI596

By anonymous2009-03-21 11:55

I did go to the trademark website

I will get an answer if Candy Bouquet is indeed a registered trademark. It has to be registered every five years. On page 14 of the UFOC it states the trademark is registered in Cananda with the Canadian Intellectual Property Offic. The resistration date in Canada is August 19, 1997. Does Cananda have a time limit to register five years a trademark? The UFOC states: In addition, on August 1, 2005 CBI received notice from the World Intellectual Property Organiztion that its U.S. trademarked logo was registered under the Madrid Protocol. Its registration number is 864026 "Candy Bouquet.com" as shown, is also a registered trademark with CBI as the registrant. The U.S Patent and Trademark Office issued the resgistration number 78/722,448 and International Classification number 35, on May 24, 2006. This is what the UFOC states. If this is so than I will get a e-mail stating Candy Bouquet is indeed a registered trademark. I would like other Candy Bouquet zees to participate in this exercise. The purpose is to find any possible misleading statements that is written. I would like to start from the beginning of the UFOC.

By anonymous2009-03-20 14:18

I see it

That is interesting. That is misleading. What your trying to say because of that anyone can open a Candy Bouquet right next to you with the very same name.

By Guest2009-03-20 08:15

Re: Interesting

By Guest2009-03-18 18:38

Why

the 2003 UFOC? Whatever is in that one has changed over the years and would not pertain to prospectives. And since that one is about 7 years old - are there many active franchisees around that signed that one? Also, the AAFD graded our 2007 UFOC. Mr. Purvin went through item by item and patiently (bless his heart) listened to the franchisees who were on the grading committee. In addition, when comparing what is put on here and actually on the CalEASI - yours has a lot of typos and is missing one of the biggest misleading marks that is in the 2003 UFOC. I certainly understand why you want to be anonymous but why fear the franchisor? Soon the 2009 UFDD should be available on the CalEASI (if they can get their CRM database corrected!) and that should be the one used to point out read flags for the prospects. If any of the lawyers on here would like to look at the graded UFOC as well as Mr. Purvin's letter to CBI and the supplement the ACBF added, I'm happy to share. Donna Klim CBI596 dklim@candybouquetmail.com

By Guest2009-03-19 10:28

Why wait for CBI 2009 UFOC lets take Mr Webster up on his offer!

Thank you Mr Webster for the kind offer. Why wait for the 2009 UFOC? The sooner people realize how misleading some of the information is construed in the Candy Bouquet International UFOC, which has lead many to fall into the trap of becoming a Candy Bouquet International franchisee. It's probable the mud slinging will stop and prevent others not to fall into the wisely worded UFOC like many franchisees before them. As our friend said on the other Candy Bouquet thread "Carpe" or "Seize the opportunity".

By anonymous2009-03-18 18:59

I am taking a couple pages of the UFOC

I picked 2003 because I find it interesting that many of the statements are exactly the same in every UFOC. Sorry about the typos. I will try to go back and correct them. I typed the first two pages word for word. I am hoping to use this as a resourse for people to know how to understand and pick misleading statements to protect themselves. Let's just see what the lawyers and zees say about this. It would be an interesting forum. I am not trying to sell franchises.