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BERI
1101 Brickell Avenue, Suite 1400.
Misi, Horde 33131
Diner 305-377-2291
ae Phone 305-945-1851
blanco Fe 786-219-1981
beeman@yblglawcom
February 2, 2015
VIA US. MAIL and CERTIFIED MAIL RRR (7008 1140 0002 3737 6706)
Sir Pizza of South Florida, LLC. as assignee of Jag Enterprises Group, LLC.
and
Jag Enterprises Group, LLC,
2840 South LeJeune Road
Coral Gables, Florida 33146
With a copy to:
VIA E-MAIL AND U.S. MAIL,
Robert Zarco, Esq.
Zarco Binhorn Salkowski & Brito
100 SE 2” Street, Suite 2700
Miami, Florida 33131
Re: Las Marianas Pizza of Sunset, LLC, et.al. v. Sir Plza Franchising, ne, et.al,
‘Miami-Dade Cireuit Court Case No. 14023944 CA 01 (40)
NOTICE OF TERMINATION OF LICENSE
Dear Sirs
As you know, we represent the Licensor, Sir Pizza Franchising, Inc. (“Sir Pizza
Franchising”), in connection with the September 29, 2009 Settlement Agreement and Grant
of Development Rights (“the Agreement") between Sir Pizza Franchising and Sir Pizza of
South Florida, LLC. (*SPSF”), as assignee of JAG Enterprises Group, LLC,
‘On October 14, 2014 we forwarded to you a copy of a Complaint filed in Miami-Dade
Circuit Court against Sir Pizza Franchising and others. Subsequently, we forwarded a copy
of the Amended Complaint, which simply embellished the claims made in the initial
‘MIAME + W
TONSir Pizaa of South Florida, LLC.
Jag Enterprises, LLC, and
Robert Zarco, Esq,
February 2, 2015
Page 2
Complaint (and dropped Sir Pizza Intemational as a party, due to lack of jurisdiction). ‘The
claims in the Complaint and Amended Complaint arise out of SPSF's business dealings with
four (4) of its sub-franchisees. Among the claims are that SPSP supplied outdated, false and,
misleading financial information to the sub-franchisees in its Franchise Disclosure
Documents (FDD); violated the FTC franchise rule; violated Florida statutory and common
law; defrauded and misled the plaintiffs; and that Sir Pizza Franchising and Sir Pizza
Intemational, Inc., Wendell Swartz and Boyd (Barry) Swartz are vicariously liable for the
conduct of Sir Pizza South Florida and themselves violated state and federal common law
and rules, all because of acts or omissions of SPSF.
Section 6 of the Agreement between Sir Pizza Franchising and SPSF reads in pertinent part
as follows:
‘A. Licensee [JAG and PSF] shall be solely responsible for
‘complying with all state and federal laws in connection
‘with the operation of its business and its sub-icencing
and franchising, including, without limitation, preparing
all necessary federal and state disclosure documents,
licensing and franchising agreements and making all
necessary state and/or federal filings necessary to offer
and sell sub-licenses, business opportunities and/or
franchises within the Protected Territory.
Section 15 of the Agreement provides in pertinent part as follows:
Indemnification, Licensee [JAG and SPSF] shall hold harmless
find indemnity Licensor [Sir Pizen Franchising], its affiliates
Sir Pizza International, Inc., .. and their respective officers,
ireetors, executives, managers, members, partners, owners,
employees, agents, suecessors and assigns from and against all,
losses, damages, fines, costs, expenses or liability (including
reasonable atlomeys’ fees and all other costs of litigation)
YOUNG, BERMAN, KARPE & GONZALEZSir Pizza of South Florida, LLC.
Jag Enterprises, LLC. and
Robert Zarco, Bsa
February 2, 2015
Page 3
incurred in connection with any action, suit, demand, l
investigation or proceeding, or settlement thereof, that arises
from or is hased upon Licensee's (A) ownership or operation of
its business and/or Sir Pizza restaurant; (B) violation, breach, or
asserted violation or breach of ¢ oF local aw,
regulation ore; .. (D) Lieensee’s failure to comply with its
‘obligations pursuant to Section 6 ofthis Agreement .. and (F)
with Licensee's business, including any negligent or intentional
acts. (Emphasis ours.)
'SPSF has paid the frst request for indemnification,
(On November 24, 2014, Sir Pizza Franchising, Sir Pizza International, Wendell Swartz and
Boyd (Barry) Swartz (collectively “Indemnitees”) senta second request for indemnity inthe
sum of $15,325.02 fo be paid within 30 days in accordance withthe notice requirements of
Section 16 ofthe Agreement. ‘The 30 day period has expired and SPSF and JAG have failed
to pay the indemnity sum, Accordingly NOTICE IS HEREBY GIVEN that all rights of
SPSF and JAG under the Agreement (and any residual rights under the License Agreement
dated November 3, 2008 (incorporated by reference into, and governed by the Agreement)!
‘are TERMINATED. Both SPSF and JAG shall immediately cease to use the Proprietary
Marks and Confidential Information; shall pay all sums due to Sir Pizza Franchising; and
shall comply with all other applicable provisions of this Agreement which survive
termination. Demand is further made to forthwith assign to Sir Pizza Franchising all sub-
licenses and franchises granted by SPSF.
GOVERN YOURSELVES ACCORDINGLY.
“The “Term” of any license forall of SPSF"s and JAG's franchise locations, including the one in
Coral Gables that was originally granted through the Licensing Agreement, is governed by Section
4 ofthe Agreement. As such, a breach ofthe Agreement terminates all rights of SPSF and JAG t0
‘operate or sub-license Sir Pizza Restaurants, including Coral Gables.
YOUNG, BERMAN, KARP 8 GONZALEZSir Pizza of South Florida, LLC.
Jag Enterprises, LLC, and
Robert Zarco, Bsa
February 2, 2015
Page 4
a
‘ANDREW S. BERMAN
For the Firm
co: Wendell Swartz
YOUNG, BERMAN, KARP & GONZALEZ.