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February 27, 2007

More Complaints about Reza Solhi

The Winnipeg Free Press has more complaints about Reza Solhi: "HISHAM ALARD did a double take when he tuned into a television news show recently about a pizza franchise scam where Canadians lost their life savings.

Alard was among a group of pizza franchise buyers who hoped to make lots of dough, but ended up being burned by the chain, operated out of Toronto.

CTV primetime investigative news show W-5 aired a full feature on the pizza pie- in-the-sky titled Taking Your Dough. It also reported Toronto police had been investigating the chain and even the same man with whom Alard struck his deal. That man was Torontonian Reza Solhi. Solhi could not be reached for comment.

According to W-5, there were dozens of cases just like Alard's with similar franchises going back years, all run under different names, including 3 for 1 Pizza, the Pizza One, Pizza Uno and Anthony's Kitchens. Toronto police uncovered a trail that went back a decade." (my emphasis)

Apparently, Reza Solhi is going by the name of "Bobby" Solhi these days. He is operating a wholesale business in Scarborough.

Why does Reza Solhi and others like him continue to get away with fraud?

Well consider the so-called due diligence advice given out by the Canadian Franchise Association:

"While even the best businessman can fall victim to a professional con artist, there are ways to minimize your chances of being taken when buying a franchise.

The Canadian Franchise Association (CFA) posts a list of questions to ask franchisers on its website and also requires all of its members to comply with a code of ethics that includes providing potential buyers with disclosure documents.

Such documents are only legally mandatory in Ontario, Alberta and Prince Edward Island, but CFA members in all provinces must provide them. The documents include information on who runs the franchise, whether any stores have closed or gone bankrupt, and whether any litigation is ongoing. They will also provide a list of existing franchisees.

"You should talk to them. That's going to be your best source of validating whether the information you're getting from the franchiser is valid," says Lorraine McLachlan, president and CEO of the CFA. Pizza One was not a member of CFA, she said."

I have no problem with the CFA, but it is nonsense to think that a trade association funded primarily by franchisors is going to give you proper due diligence for nothing.

The CFA is not going to review the franchisor's disclosure document. That is just silly.

And in any event, the disclosure document in this case was so flawed that any professional that you retained should have told you that; many of Solhi's victims didn't obtain professional advice, even when they had hired a lawyer.

February 5, 2007

When Gatekeepers Fail.

The investigative television show W5 has a terrific undercover story about Reza Solhi and his merry band of franchise bandits, CTV.ca | Taking Your Dough. (Disclaimer: I am the lawyer shown in the video representing some of Mr. Solhi's victims.)

Mr. Solhi is depicted as a one man wrecking show, bilking new Canadian out of hundreds of thousands of dollars. A partial list of those judgments can be found at www.anthonysfranchiseinformation.com.

One may wonder if Mr. Solhi's fraud had anything do with franchising, or was franchising simply a vehicle for his fraud?

The disturbing part is what was not shown: who facilitated Anthony's Kitchen's entry into the United States franchising system? Did he sneak across the border, looking for a couple of quick financial hits? Did he have a Uniform Franchise Circular Offering? How could he expand without one? Did he have some two bit law firm put together a UFOC from a template?

No, I have reviewed Anthony's Kitchen's UFOC. It was put together by one of the top flight U.S. franchise law firms, and it is professionally done. Of course there is one slight problem: there is no mention of the numerous criminal fraud charges, nor is there any indication that Solhi has ruined a number of Canadians. Yes, some but not all of the lawsuits are mentioned, and given a suitable pro-franchisor gloss.

But if you are one of the top flight U.S. franchise law firms, why on earth would you risk your reputation assisting Solhi's entry into franchising? For a fee? The UFOC fee cannot be more than $30k to $40k. Is your international reputation worth so little that you will risk it to assist Solhi?

One of the real dangers inherent in a due diligence law scheme, where information is provided to investors for their own investigation, is when the gatekeepers -the professionals who assist in compliance- are either lazy, conflicted, or just don't give a damn anymore.

The most spectacular examples of this were the accounting scandals, which recently ended with a number of directors and officers going to jail for fraud. The accounting frauds at essence were simple lies about how much money had been earned - complex because of how the lie was put together to pass mustard for the regulator.

But those accounting firms were asleep at the wheel - for various reasons, notably fees for service, the accounting professionals became passive gatekeepers. "Oh, heck, I think that this is all bogus, but if we disclose it, say in a couple of footnotes, then that is all we need to do."

The most telling moment in Jeff Skilling's trial happened at the beginning: Skilling said he was just sick when he learned how Fastow was hopelessly conflicted, and the amount of money Fastow was stealing from Enron because of how the partnerships -which helped Enron disguise its losses- were set up. Apparently, he reached this judgment after minutes of reviewing the partnership documents.

I don't know whether the Solhi UFOC was an aberration or not, but Jim Coen at the highly regarded franchise portal, Blue Mau Mau, argues that

"There is a perception that franchising is a relatively low-risk entry to entrepreneurship because the franchiser provides benefits such as name recognition, bulk buying rates and advertising. But, the reality is that no two franchises are alike and while some provide tremendous value to a franchisee others don't. The franchises that do provide the value are worthy investments, the ones that don't stay away from and hide!

The proposed Franchise Rule changes don't do enough. The FTC should raise the bar and require certain minimum standards for a franchise to be able to start offering franchises for sale."

Those involved in facilitating the entry of franchisors into the economic system ought to worry that this low level of minimum standards is going to attract legal liability because of their deeper pockets.

July 27, 2006

Complaints about Pizza Franchise Fraud

In the early 1970's the FTC's Franchise Rule was developed as the result of numerous fly by night franchisors, in which nothing was delivered. Since then the focus has been on providing franchisees with enough information to make a rational choice between competing franchise systems. Generally, there is not the out and out fraud that was rampant in the late 60's and 70's.

However, now some pizza franchisees are claiming that Anthony's Pizza, is a throw back to the bad old times of fraud. There is a website devoted to publishing both court documents, newspaper stories, and background information. In addition, there is also a short blog complaining about Reza Solhi, who is alleged to be the organizing mind behind all of this.

We understand that complaints have been made to both the IFA and CFA and we will watch with interest to see their response, if any. Mr. Solhi is apparently now selling franchises in the United States and in Dubai. Here is the list of state regulators of franchise sales to contact if you have any concerns about Mr. Solhi.'s franchises.

Technorati Tags: franchise rule, franchise systems, franchisees, rational choice, fraud, pizza, background information, fly by night, newspaper stories, court documents, reza, ifa, cfa, rampant, ftc, franchises, organizing, anthony, blog, apparently

March 17, 2006

Franchise Regulator in Ontario

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The Toronto Star has an interesting story about franchise failure and what various lawyers think that the resolution of this problem should be.
"They wanted a regulator to review the quality of disclosure given to franchisees, an inexpensive system to resolve disputes, rules to govern contractual relationships and penalties for breaking franchise law.

"We support this bill, but on the clear understanding that this is only the first step and not the last step towards franchise legislation," Municipal Affairs Minister John Gerretsen said in the Legislature May 17, 2000.

Toronto franchise lawyer Ben Hanuka, chairman of the joint subcommittee on franchising for the Ontario Bar Association, says he thinks it's about time the Liberals brought forward new legislation.

Some franchisors are not giving adequate disclosure, and franchisees who have already invested a life's savings at the age of 40 or 50 are having to spend $50,000 to $100,000 to enforce their rights under franchise law to rescind their contracts and recover payments. In some cases, the franchisor will not have the money to refund payments, or to compensate the franchisee for his legal costs to win a judgment.

"When a franchisee files a notice of rescission, the franchisor says: `Sue me'," Hanuka said. "If the franchisor is bad enough not to give you a disclosure document to begin with, most likely he will not refund the money,'' as we have seen with 3 for 1 Pizza & Wings (Canada) Inc. and Pizza One Group Inc.

The Toronto Star reported this week that former franchisees are waiting to collect about $1.1 million in court awards, plus legal costs and interest, from Reza (Anthony) Solhi of Richmond Hill, his former 3 for 1 Pizza franchise chain and related companies.

Meanwhile, Solhi and his family are facing a new string of lawsuits and default judgments and a police investigation at Pizza One, the first of three new franchise operations they have marketed from offices in Thornhill since 2004."

Would a regulator have helped Solhi and his family?

Continue reading "Franchise Regulator in Ontario" »

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