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Everything Yogurt, Inc. was initially incorporated in the State of New York in 1975 and opened the first Everything Yogurt facility in April 1976 in New York. (These restaurants have since closed). In 1978 Everything Yogurt New Jersey, Inc. was formed and in 1983 Everything Yogurt, Inc., was merged into it. The corporation changed its name on April 16, 1988 to Everything Yogurt, Inc. and on March 16, 1995 the name was changed to Restaurant Systems International, Inc., and on February 10, 2003 to Everything Yogurt Brands, Inc. On August 14, 2003 the company stock was acquired by Villa Pizza, Inc. and the franchise agreements were thereafter assigned to Everything Yogurt Brands, LLC, a Delaware limited liability company ("we" or "us"), formed August 14, 2003 and started operating August 14, 2003 offering franchises for South Philly Steaks & Fries, Greenleaf s Grille, Greenleaf s and Bananas Smoothies & Frozen Yogurt. We also maintain support for the franchises assigned us. When describing things belonging to us or giving you information relative to the franchises offered for sale by this Uniform Franchise Offering Circular, we use the word "our"). We maintain our principal place of business at 25 Washington Street, Morristown, New Jersey 07960. We conduct our business under the trade names GREENLEAF'S GRILLE, GREENLEAF'S, BANANAS SMOOTHIES & FROZEN YOGURT, TREAT STREET, EVERYTHING YOGURT & SALAD CAFE, and SOUTH PHILLY STEAKS & FRIES. However, we offer only one franchise, Bananas Smoothies & Frozen Yogurt, under this Uniform Franchise Offering Circular. Our other concepts are offered for sale in our other Uniform Franchise Offering Circulars.
We operate and grant franchises for the operation of various fast-service restaurants. We had granted franchises bearing the name Everything Yogurt since August 1983, and have operated restaurants of that type since April 1981. However, this concept is no longer available for purchase as an independent concept but is only available as a part of a Bananas Smoothies & Frozen Yogurt franchised restaurant (discussed below).
We also operate and formerly offered franchises for restaurants bearing the name Bananas Frosty Fruit Shakes and Bananas Ultimate Juice Bar since August, 1993 and April, 1995 respectively. The two systems were merged into one concept on February 15, 1998 and the concept was renamed Treat Street. It has since been renamed Bananas Smoothies & Frozen Yogurt (discussed below).
Since December 22, 1993, we have operated and granted franchises for the operation of restaurants bearing the name Gretel's Pretzels (originally this concept bore the name The Gourmet Pretzel Company until the name was changed in December 1994 to Gretel's Pretzels). However, this concept is no longer available for purchase as an independent concept but is only available as a part of a Bananas Smoothies & Frozen Yogurt franchised restaurant (discussed below).
We also operate and grant franchises for the operation of restaurants bearing the name Bananas Smoothies & Frozen Yogurt. A Bananas Smoothies & Frozen Yogurt restaurant offers any combination of at least one of our branded products (i.e., Everything Yogurt brand proprietary yogurt, Bananas Smoothies & Frozen Yogurt smoothies and frosties made with our proprietary products, and/or our hand-rolled Pretzels, made with our proprietary pretzel flour.) This franchise has been offered since 1998.
We formerly operated and granted franchises for the concept Everything Yogurt & Salad Cafe. We began offering franchises under this name September 24, 1991 and have operated restaurants using this concept since 1991, but ceased offering the Everything Yogurt & Salad Cafe concept as of 2000.
We formerly granted franchises for the operation of restaurants bearing the trade name Salad Cafe. We began offering such franchises under this tradename on April 30, 1995, but ceased offering Salad Cafe's as of the year 2000.
We also sell franchises for the operation of restaurants bearing the tradename South Philly Steaks & Fries. We have offered franchises under this tradename since September 1986.
We also operate and have since 2004 granted franchises for the operation of restaurants under the tradename Green Leafs Beyond Great Salads. Between 1998 and 2003, we had offered franchises under the tradename Greenleafs Grille. Between 1998 and 2000, we had offered franchises for the operation of restaurants under the tradename Greenleafs.
We offer only Bananas Smoothies & Frozen Yogurt franchises under this Uniform Franchise Offering Circular.
We also offer and grant licenses for the operation of self-service kiosks, mobile carts and self-service units under the mark Bananas Smoothies & Frozen Yogurt which may offer a limited menu of any combination of our Everything Yogurt, Bananas Smoothies & Frozen Yogurt and/or Gretel's Pretzels or Greenleafs items. Such kiosks, carts and/or units are typically operated by large food service providers, hospitals, universities, transportation centers, chain accounts, airports and other institutional facilities. There may or may not be license fees, service fees, royalty fees or advertising fees paid to us in connection with these licenses.
Our agents for service of process are listed in Exhibit D.
As noted above, our predecessor, Everything Yogurt, Inc., a New York corporation, was incorporated in September 1975. In 1978 Everything Yogurt New Jersey, Inc. was formed and in 1983 Everything Yogurt, Inc. was merged into it. The corporation changed its name to Restaurant Systems International, Inc. At the time the company stock was acquired, the company was headquartered at 1110 South Avenue, Staten Island, NY 10814-3403. The company ultimately changed its name to Everything Yogurt Brands, Inc. and on August 14, 2003 was acquired by Villa Pizza, Inc. and the franchise agreements thereafter were assigned to Everything Yogurt Brands, LLC, a Delaware limited liability company.
franchises for the operation of restaurants offering one or more of the following: Gretzel's Pretzels and from 1991 through 2000, offered the Everything Yogurt & Salad Cafe franchise.
Affiliates of Villa Pizza, Inc., including Villa Enterprises Management, Ltd. ("Villa Management") have owned and operated restaurants under the names "Villa Pizza," "Villa Pizza Express," "The Villa Co.," "Cafe Villa," "Villa Pizza Cucina," "Villa Pizza Cucina Italiana", "Villazzo" and Casa Java between 1964 and the present. In June 1999 Villa Pizza, Inc. acquired the rights and obligations from Cozzoli's Pizza Systems, Inc. as franchisor under certain existing Cozzoli's Pizza franchise agreements. These restaurants offer a limited menu of pizza, pasta, Italian specialties and desserts. We do not offer Villa Pizza or Cozzoli's franchises under this offering circular.
Except as described above, none of our affiliates have offered franchises in any other lines of business. Villa Management's principal business address is the same as ours. Villa Management has not offered franchises in any line of business. We, or an affiliate, may establish leasehold corporations that may enter into primary leases for restaurants and sublease the premises to you. None of these affiliates offers or has offered franchises in any line of business or has operated businesses of the type operated by Franchisees. We have no other affiliates that provide products or services to our Franchisees.
If approved by us, you (franchisees, whether individuals, partnerships, corporations, limited liability companies and the partners of partnerships, principals of corporations and members of limited liability companies will be referred to as "you") will have the right to sign a franchise agreement (the "Franchise Agreement") for the establishment and operation of one restaurant business using the Proprietary Marks and System of that business at a specified location (the "Franchised Business").
If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant you will be engaged in the business of preparing and selling products from a menu featuring offerings of at least one of our core products: Everything Yogurt brand frozen yogurt, Bananas Smoothies & Frozen Yogurt brand smoothies and frosties and/or Gretel's Pretzels brand hand rolled pretzels made with our proprietary ingredients.
If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant which sells Everything Yogurt brand frozen yogurt, you will be engaged in the business of preparing and selling proprietary frozen yogurt with or without toppings, frozen yogurt sundaes and shakes and fresh fruit juices. You will feature frozen yogurt and frozen yogurt sundaes in several sizes and you will prepare them with any or all of the fresh fruit and other candy or nut toppings offered and other food and beverage items approved by us from time to time.
pursuant to our standards, specifications, methods and procedures. Drinks may contain various healthful additives, such as calcium, spirulina and protein powder.
If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant which sells Gretel's Pretzels brand hand rolled pretzels, you will be engaged in the business of preparing and selling hand rolled soft pretzels made with a proprietary spice formula flour in a twist, in a dipper or as pretzels topped with a variety of toppings, and related food and beverage items pursuant to our standards, specifications, methods and procedures.
You may also sell other related food and beverage items from an Bananas Smoothies & Frozen Yogurt restaurant, such as premium flavored coffees, espresso, cappuccino, muffins, ice cream, nuts, bulk or packaged candy, bagels, cookies, cakes and flavored popcorn as well as specialty items, such as specially made apparel and gifts.
It is anticipated that Bananas Smoothies & Frozen Yogurt restaurants will be typically located in retail malls, airports, food halls, food courts, strip shopping centers, or other in-line locations. A typical Bananas Smoothies & Frozen Yogurt restaurant requires a site of 310 to 1,200 square feet, with a minimum of 14 feet of frontage, depending on how may concepts are purchased. The design and appearance of the restaurants will vary according to location, but must employ our standard decor and signs. It is anticipated that the restaurants will attract people of all ages.
You can expect to compete with numerous restaurants offering a wide range of food and beverage items in a wide variety of service formats. A large number of restaurant chains and franchised fast-food service systems operated by entities much larger than us compete, directly or indirectly, with Bananas Smoothies & Frozen Yogurt restaurants, as do many local and independent operations offering moderately priced food and beverage items. An Bananas Smoothies & Frozen Yogurt restaurant also must compete with other restaurants featuring frozen yogurt, fresh fruit shakes and/or hand rolled pretzels and other items, including but not limited to, premium flavored coffees, espresso, cappuccino, muffins, ice cream, nuts, bulk or packaged candy, bagels, cookies, cakes and flavored popcorn, as well as specialty items, such as specially made apparel and gifts.
The following is the list of directors, principal officers, and other executives who have management responsibility in the operation of our business relating to the licenses described in this offering circular. The principal occupation and business experience of each person during the past five years, including the names and locations of prior employers is described below. Unless otherwise indicated, the location of the employer is Morristown, New Jersey.
Mr. Scotto is the President and a Director of Wishwell International, Inc., the Manager of Everything Yogurt Brands, LLC and has served in that capacity since January 1999. Mr. Scotto has also served as President and a Director of Villa Enterprises Management, Ltd. since June 1983. Mr. Scotto also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.
Mr. Scotto is the Executive Vice President and a Director of Wishwell International, Inc., the Manager of Everything Yogurt Brands, LLC and has served in that capacity since January 1999. Mr. Scotto has served as Vice President and a Director of Villa Enterprises Management, Ltd. since July 1991. Mr. Scotto also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.
Mr. Pugliese is the Secretary and a Director of Wishwell International, Inc., the Manager of Everything Yogurt Brands, LLC since January 1999. Mr. Pugliese has served as Secretary and a Director of Villa Enterprises Management, Ltd. since March 1980. Mr. Pugliese also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.
Mr. Kuehn became Senior Vice President of Operations of Everything Yogurt Brands, LLC. on August 14, 2003. He also serves as Senior Vice President of Operations of Villa Enterprises Management, Ltd. and has held that position since October 2000. Prior thereto, since April 1999, he was a Regional Director with Villa Enterprises Management, Ltd. Mr. Kuehn also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd. Prior to working for Villa Enterprises Management, Ltd., Mr. Kuehn was a Vice President of Sbarro, Inc headquartered in New York.
Marketing and Recruiting of Villa Enterprises Management, Ltd. and from June 1994 to November 1999 he served as Director of Marketing. Mr. Torine also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.
Mr. Ron became the Director of Franchise Development of Villa Enterprises Management on October 17, 2005. From January 2001 until September 2005, he was the Franchise Manager of Dunkin' Brands covering the New York, New Jersey, and Maryland regions. Prior to that, 1998 - 2001, he was the Director of Franchise Development for Restaurant Systems International, Inc. During the years of 1994 - 1998, he served as the Regional Manager/Business Consultant for the same company.
Mr. Valavanis became Director of Franchise Operations for Villa Enterprises Management, Ltd. on August 14, 2003 which position includes overseeing, with Michael Miller, the operations of Everything Yogurt Brands, LLC. . He has served as Franchise Operations Manager of Villa Enterprises Management, Ltd. since April 2002. From June 1999 through March 2002 he was District Manager for Villa Enterprises Management, Ltd. Mr. Valavanis also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd. Prior to working for Villa Enterprises Management, Ltd., from July 1997 to May 1999, he was owner of Spaghetti Jacks, a restaurant located in Pewaukee, Wisconsin. Prior to that, from October 1995 to May 1997, he was an Area Training Director for Sbarro Inc., located in Pewaukee, Wisconsin.
Cheryl Kempf has served as Sales and Leasing Manager since she joined us in August 2003. She was also Sales and Leasing Manager for Everything Yogurt Brands, Inc. from August 2000 through August 2003. From December 1997 through August 2000 she was the Sales Assistant of Everything Yogurt Brands, Inc. (then known as Restaurant Systems International, Inc.) and from January 1997 through December 1997, she held the position of Design/Marketing Coordinator for the same company.
Mr. Sara became Director of Franchise Operations for Everything Yogurt Brands, LLC. and Villa Enterprises Management, Ltd. on April 4, 2005. Since July 2004, he has acted as District Manager for Everything Yogurt Brands, LLC. Mr. Sara also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd. Prior to working for Villa Enterprises Management, Ltd. he was a Regional Director with Sbarro, Inc. headquartered in New York from May 1994 to August 2004.
Mr. Lahouari was hired by Villa Enterprises Management, Ltd. in November 2004 as Franchise Operations Consultant for Everything Yogurt Brands, LLC. Prior to that, from February 2004 to October 2004 he was employed by Sbarro, Inc. as General Manager and prior to that was employed for RSC Group as Director of Operations from July 1997 to February 2004.
Mr. Mahmoud was hired by Villa Enterprises Management, Ltd. in June 2003. From March 1998 to May 2003, Mr. Mahmoud was a General Director of Operations with Golden M Enterprises in Egypt.
Franchise Brokers: The following person has been engaged by the company as Franchise Broker.
Since January 2002, Mr. Lamb has served as an independent franchise broker located in Miami, Florida. Mr. Lamb served as Vice President, Real Estate and Franchising of Villa Enterprises Management, Ltd. from June 1999 until December 2001. From 1982 until December 2001, he also served as President of Cozzoli's Pizza Systems, Inc. in Miami, Florida.
The Business Alliance, Inc. is a Georgia Corporation incorporated in 1999. Its principal place of business is 100 Hartsfield Centre, Suite 500, Atlanta, Georgia, 30354, and its telephone number is 404-763-2244. The Business Alliance, Inc. is a national franchise referral company. (See Exhibit E for a list of its broker network).
On August 14, 2003, Villa Pizza, Inc. acquired the stock of Everything Yogurt Brands, Inc. (previously known as Everything Yogurt, Inc. and also Restaurant Systems International, Inc. (hereinafter the "Company"). Everything Yogurt Brands, Inc. thereafter assigned the franchise agreements to Everything Yogurt Brands, LLC, a Delaware limited liability company.
1. In October 1991, a lawsuit entitled Marcelo Caraveo v. Everything Yogurt. Inc.
a mall location in El Paso, Texas. The case was settled by the Company for the sum of $16,000.00 in the summer .of 1997.
2. A former 47.5% shareholder of the predecessor Company had in 1992 and 1994 commenced two actions, Beninati v. Nicotra. Kaplan, adv. Everything Yosurt. Inc.. (NY Supreme Ct., Richmond Cnty, Index No. 1518/92) and Beninati v, Nicotra. Remaro. Kaplan. Colombo. Inc. and FDIC. (NY Supreme Ct., Kings Cnty, Index No. 41615/94) which were consolidated for hearing in Richmond County. The actions were based upon the contention of Mr. Beninati that he was wrongfully excluded from participating in the management of the Company, that the remaining shareholders and executives were mismanaging the Company, and that the Federal Deposit Insurance Corporation and Colombo Inc. had entered into a conspiracy with Company insiders to deprive him of his shareholder status. In March, 2002, the cases were settled whereby Mr. Beninati exchanged a release of claims and his transfer of stock for the payment of $678,000 from the Company and Richard Nicotra (a former 47.5% shareholder) and his wife Lois Nicotra., which sum is to be paid over time in accordance with an agreed upon schedule.
3. In November 1998, American Food Consultants II, Inc ("Franchisee"), entered into three separate Franchise Agreements with the Company to operate a South Philly Steak & Fries, a Treat Street, and a Greenleaf s Grille outlet, all at Willowbrook Mall, Wayne, New Jersey. In January, 2000 the Franchisee commenced an action against the Company in connection with the Greenleaf s Grille store, alleging, among other things, that the Company breached the Greenleaf s Grille Franchise Agreement by "fail(ing) to meet (its) obligations under the Agreement"; fraudulently enticed the Franchisee to enter into the Agreement by making false representations "as to support services and earnings to be realized"; and interfered with the Franchisee's lease with its landlord. Franchisee also alleged that the Company's offering circular did not comply with applicable law. Soon after commencing the action, the Franchisee abandoned operating the Greenleaf s Grille store, while continuing to operate the Treat Street and South Philly Steak & Fries stores. For procedural reasons, the action was twice dismissed without prejudice - once by agreement of the parties and once by the Court. In March 2002, the Company commenced a new action against the Franchisee and its guarantors for wrongful repudiation of the Greenleaf s Grille franchise, the Franchisee reasserted as counterclaims its previously dismissed claims. Everything Yogurt Brands, Inc. v. American Food Consultants II. Inc.. et al.. (Docket # MRSL-2599-02). In October 2004, the case was settled for a $110,000 payment from the Franchisee to the Company.
4. In 2005, Everything Yogurt Brands, Inc. brought another action against American Food Consultants II and its guarantors in the New Jersey Superior Court, Morris County entitled Everything Yogurt Brands, Inc. v. American Food Consultants II. Inc.. et al. (Docket # MRSL-000612-05), this time for breach of the Treat Street Restaurant and South Philly Steaks & Fries Restaurant Franchise Agreements and failure to pay royalties. In their defensive pleading, the defendants asserted neither a breach of the Franchise Agreement nor any fraud by the Company. The Court ultimately granted summary judgment to EYB for the total sum of $49,026.53, for royalties, fees and attorneys' fees. As no appeal was taken, the judgment is final.
Everything Yogurt Brands, LLC v. American Food Consultants II, Inc., et al. (Docket # MRSL-1209-06) again for breach of the Treat Street Restaurant and South Philly Steaks & Fries Restaurant Franchise Agreements and failure to pay royalties. The defendants asserted a counterclaim alleging that the Company engaged in intentional and unlawful actions. There is a motion for summary judgment brought by the Company pending in this case.
6. In 1998, the Company was named as one of the defendants in a lawsuit filed in a state district court in Colorado by Tree Top Development Corp. and its principals, Ronald and Wendy Systma, entitled Tree Top Development Inc. et al. v. Bain's Deli Franchise Associates, L.P., et al. The lawsuit concerned the sale by Bains Deli Franchise Associates, L.P. (the "Bains Deli Franchisor") of a Bain's Deli franchise to Tree Top as well as the quality of franchise services provided to Tree Top after the sale. At the time of the franchise sale, and for a portion of the time that Tree Top was a Bain's Deli franchisee, the Company provided services to the Bains Deli Franchisor under a management agreement. With respect to the Company, the Tree Top lawsuit claimed that the Company was responsible for alleged UFOC misrepresentations concerning Bain's Deli franchise store revenues. It also claimed that its representatives made oral misrepresentations concerning (1) Bain's Deli franchise store revenues, (2) the Bain's Deli food and supplies distribution system, and (3) Tree Top's anticipated access to that system. The plaintiff also claimed that the Company was responsible for not meeting certain service and support obligations that it claimed were found in the Bains Deli franchise agreement with Tree Top.
As between the plaintiffs and the Company (as well as certain of our then employees), the litigation was settled under which terms we paid the plaintiffs the sum of $20,000.00. The Company also reimbursed the Bain's Deli Franchisor for a portion of its legal fees in the action. The other defendants, i.e., the Bain's Deli Franchisor (and certain formerly affiliated entities and persons) and Quizno's Corporation also reached settlement with the plaintiffs of the claims asserted between them.
7. On January 26,' 2000, the Company commenced a lawsuit against Traveler Food Service, Inc. and John Bernardin in the United States District Court for the Eastern District of New York arising out of the defendants-franchisees' operation of a South Philly Steak & Fries franchise store in Pheasant Lane Mall in Nashua, New Hampshire. The Company sought damages for trademark infringement that arose after it- had terminated the defendants-franchisees' Franchise Agreement for failing to pay royalties and other fees. In answering this lawsuit, the franchisee asserted a counterclaim against the Company alleging that it made fraudulent representations to them when it sold them the Franchise. The Company denied those allegations. The litigation settled, under which terms the franchisees paid to the Company the sum of $35,000.00.
8. Sweet Street Desserts, Inc. v. Restaurant Systems International, Inc (hereinafter "RSI"). United States Patent and Trademark Office, Trademark Trial and Appeal Board.
the Mark is similar in sound, appearance and meaning to Opposer's pre-existing "SWEET STREET" mark and that upon seeing Opposer's marks, persons would likely believe that Opposer's goods and services originated from RSI. No money damages were sought by Opposer and Opposer has not sought to prevent RSI from operating franchises under the Mark. The litigation was settled, under which the Mark is to be phased out by December 31, 2007.
9. AEF Enterprises, Inc. vs. Restaurant Systems International, Inc. , (N.Y. Supreme Court, Richmond County, Index # 13115/02.) The Franchisee initiated an action for breach of franchise agreement, fraud and negligent misrepresentation. The Complaint was served on September 27, 2002. RSI interposed an answer and counterclaims for non-payment of royalties and future lost profits. The parties entered into a settlement agreement whereby they exchanged mutual releases and AEF Enterprises paid the Company $3,500.
10. On November 14, 2002, the Company commenced a lawsuit against Five Stars of Jersey Gardens, Inc. and its guarantors in New York Supreme County, Richmond County entitled Restaurant System International, Inc. v. Five Stars of Jersey Gardens, Inc. et al. (Index No. 13615/05) for breach of a Greenleafs Grille and Treat Street Franchise Agreements. The defendant asserted a defense alleging the Company's breach of the Franchise Agreements. The Court ultimately granted summary judgment to the Company for the total sum of $299,098.56, for royalties, fees and attorneys' fees. As no appeal was taken, the judgment is final.
11. California Splendor, Inc. vs. Restaurant Systems International On or about May 28, 2003 California Splendor Inc. ("CSI") formerly a supplier of strawberries to distributors sold to EYB franchisees, filed a complaint (the "Complaint") in the United States District Court for the Eastern District of New York, entitled California Splendor, Inc. v. Restaurant Systems International, Inc., et al.. Case No. CV 03 2663. The Complaint named as defendants, RSI, EYB (collectively "EYB"), the Nicotra Group, LLC, Richard A. Nicotra, Lois T. Nicotra and Dianne M. Aronica. The Complaint alleged that EYB ordered, but failed to pay for, product (frozen strawberries) invoiced to EYB in the amount of $743,671.10. Of that amount, $166,302.40 was sought for product that was shipped by CSI. The additional amounts are for product that was not shipped, but which (CSI alleged) EYB agreed to purchase. CSI sought to recover $743,671.10 plus attorneys fees, under various legal theories, including breach of contract, violation of the Perishable Agricultural Commodities Act of 1930, as amended ("PACA"), enforcement of an alleged statutory trust under PACA and unjust enrichment.
The matter was settled by written agreement dated January 26, 2004 wherein defendants paid $210,360.80 to plaintiff.
paid a civil fine of $1,000 in satisfaction of a Consent Agreement that resolved the matter.
13. Everything Yogurt Brand, LLC v. Sepstar, Inc., et al. (N.J. Superior Court, Morris County, Docket No. 2779-05). Sepstar, Inc. (along with its principals as guarantors) was a South Philly Steaks and Fries franchise of Everything Yogurt Brands, LLC ("EYB") at the Springfield Mall in Virginia. In late 2004, Sepstar gave EYB notice that it was terminating the franchise. It then began to operate another steak sandwich restaurant on the premises. Sepstar's notice of termination essentially claimed that it had a right to terminate the franchise at will; it gave no reason for the termination. In 2005, EYB brought suit for wrongful termination of the franchise, making claim for its loss of royalties and fees through the balance of the franchise term. Although Sepstar has not asserted any counterclaims, it has asserted as defenses that it has right to terminate the franchise (a) at will, (b) because EYB allegedly had subjected it to intolerable conditions of anti-Korean discrimination, and (c) because EYB (and/or its predecessor) allegedly had not provided a sufficient level of training and marketing support. The Court ruled as a matter of law that (contrary to Sepstar's contention) the Franchise Agreement did not permit a franchisee to terminate its obligations at will (during the term). The Company denies Sepstar's other allegations. The litigation is in the discovery stage.
R&S Ventures leased a premises at the Willow Grove Mall in Willow Grove, Pennsylvania and subleased same to Yash Paul Chawla. Mr. Chawla did not pay rent pursuant to his sublease. The Landlord obtained a judgment against R&S Ventures in ■ the amount of $19,512.00.
Other than the above fourteen mentioned actions, no litigation is required to be disclosed by this offering circular.
No entity identified in Item 1 or officer identified in Item 2 of this offering circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed herein.
When we complete our pre-opening obligations, you must pay us an Initial Franchise Fee of $22,000. We may negotiate the amount of an Initial Franchise Fee. Since our formation on August 14, 2003, we have not negotiated any Initial Franchise Fee and we are under no obligation to do so.
The Initial Franchise Fee is non-refundable. The purpose of the Initial Franchise Fee is to reimburse us for costs, including but not limited to, training and design assistance.
Wc have created a National Advertising Fund ("Fund") for which you must contribute a minimum of 1% of Gross Sales each week if the Franchised Business is located in a Regional Shopping Mall, Urban Retail Center, Major Office Building, Airport or Institutional Feeding Facility.
Wc may increase the required minimum, but in no case shall the Fund be increased to more than a total of 3% of Gross Sales.
Wc will or we may, at our sole option, require payment by check drafts or require you to submit reports manually and send in a check.
For out-of-pocket expenses incurred in connection with replicating and shipping architectural and construction plans.
1 All fees are payable to us and are non-refundable.
2 Gross Sales means all revenues generated by the Franchised Business, including cash, check, credit charge, account or exchange from the sale of food or merchandise for service performed including catering and delivery, but excluding customer refund meals, use or excise taxes.
3 Before opening you must sign and deliver to us check drafts from your bank needed to permit us to debit your bank account for each week's Royalty payments and other payments that you make to us. If you fail to report Gross Sales, we may debit your bank account in an amount equal to the amount transferred from your account the last reporting period for which a report of Gross Sales of the Franchised Business was provided to us, together with a late fee and/or interest for that amount at the maximum rate allowed by law. We will credit any overpayment against the next week's amount due. Any deficiency is debited from your account.
open the franchise restaurant for business. This sponsorship program only applies to the Restaurant described in Item 7 (excluding any conversions). We reserve the right to discontinue this program at anytime, however, we will honor any sponsorship made during the existence of the program.
5 If the Franchised Business is not located in a Regional Shopping Mall, Urban Retail Center, Major Office Building, Airport or Institutional Feeding Facility (as defined in the Franchise Agreement), you must spend a minimum of 3% of Gross Sales quarterly as a Local Advertising Expenditure and submit reports by the tenth of each month following the end of the calendar quarter by facsimile, electronic mail or such other system or systems as we may designate on a system wide basis.
6 If Franchisor implements a site evaluation fee in the future, you will be responsible for a franchise representative's travel and living expenses and a daily charge for the representative. Travel expenses include airline and/or rental vehicle, while living expenses would include motel and food cost. Currently the cost of a representative per day ranges between $100 to $250.
7 The Franchisor will not charge you for operating assistance unless you fail to comply with any provision of the Franchise Agreement, or fail to maintain the standards of quality we set. In those circumstances, we have the right to assign a person to your restaurant to train your employees, and to ensure the standards of quality and service are maintained. You are responsible for that person's travel and living expenses. We also have the right to make reasonable changes for forms and other materials provided to you in connection with this assistance.
Our current estimates of your initial investment for the franchised businesses offered are set forth below. The various schedules presented illustrate your initial investment if you acquire the franchised businesses separately or in combination. The actual amounts you incur may be higher, however, if particular circumstances apply to the location of your Franchised Business or to your region of the country. We calculate the initial phase of business to be three months following the completion of construction. We relied on our past experience in the franchised restaurant industry with franchisee and company-owned stores when preparing these figures..
The initial franchise fees are discussed in detail in Item 5.
2 You will need to purchase certain types of equipment for the operation of your Bananas Smoothies & Frozen Yogurt restaurant depending on what types of products you intend to sell from your Bananas Smoothies & Frozen Yogurt restaurant. This equipment includes for example, soft serve machines (in the event that you offer Everything Yogurt brand yogurt), commercial refrigeration and freezer units, smallwares, blenders and juice dispensers (if you offer Bananas Smoothies & Frozen Yogurt brand frosties and smoothies), dough mixing machines (if you offer Gretel's Pretzel's brand pretzels), heated/humidified pretzel display case, convection ovens, ice cream case, coffee, espresso and cappuccino machines, showcases, computer hardware and software, cash registers or Point of Sale System, and other kitchen equipment for quick service restaurants.
Some or all of the equipment may be subject to local use taxes as required by the State jurisdiction governing your Franchised Business. Shipping and handling charges also vary based on size of the order and shipping destination. The costs are not included in the equipment amounts provided. The low-end equipment costs anticipate that the location was a food service business and contains certain equipment that could be used by your Franchised Business.
3 You will need to purchase the required signs including signs for the exterior of the restaurant(s) and interior menu signs.
You must purchase or lease the site approved by us for the Franchised Business. The cost of purchase or rental for such real estate will vary considerably depending on local real estate values, the size and location of the property purchased or leased, and other local conditions. You should investigate the cost of real estate and rental costs in the particular area in which you wish to establish a Franchised Business. You may be required to provide the Landlord with a security deposit. Since the rental costs vary considerably and because the number of months comprising the security deposit will vary, we cannot estimate the amount of the initial investment necessary for real estate.
Bananas Smoothies & Frozen Yogurt franchised restaurants or combinations of restaurants are situated in shopping malls or other high volume commercial districts. The following chart describes the size requirements.
Actual minimums and maximums will vary depending upon food court seating versus restaurant seating as available/needed.
You are free to purchase, lease, or sublease a site for the franchised restaurants from any source, provided that any lease or sublease for the premises of the franchised restaurant must meet our standards. As noted in Item 1 and in Item 9 of this offering circular, our affiliates may sometimes sublease the premises for the Franchised Business to you.
5 You must pay for or provide financing for the construction of each Franchised Business, including, but not limited to, the installation of fixtures, equipment, interior decor as well as design and construction. The cost of design and construction of the typical Franchised Business will vary considerably depending on the size of the store, whatever demolition of the existing space is required, local financing and other local conditions, including but not limited to, labor costs and materials as well as local building ordinances which may mandate higher construction costs. Construction costs at the lower end are based on the assumption that the location was previously a food service operation. Therefore, it is anticipated that construction in a location formerly used for food service may be completed at considerable savings over construction at a non-food service site. Each Franchised Business must be constructed in compliance with plans and specifications furnished by you subject to Landlord's and our discretion or approval.
6 You must have certain specified insurance. The timing of your payments is a matter to be resolved between you and your insurer. Various factors will affect your ultimate cost and therefore, we estimate the total cost with the precaution that you should get quotes from the carrier of your choice before proceeding.
7 Opening inventory will include all approved products and may also include a trial inventory for training. You will gauge the amount of inventory by projected sales.
Utility deposits are for gas, electric, water, sewer and telephone service.
9 Local, municipal, county and state regulations vary on what licenses and permits are required by you to operate a franchised restaurant. Such fees are paid to governmental authorities, when incurred before commencing business.

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Copyright 2003 Daily Journal Corp. Posted with permission.
Health care providers participating in California's Medi-Cal program have relied on Welfare and Institutions Code Sections 14124.791 and 14124.74 in asserting liens for the value of their services against any judgment or settlement received by health care recipients. In a unanimous decision, however, the state Supreme Court struck down these statutes as unconstitutional, holding that the federal Medicaid program pre-empts them. See Olszewski v. Scripps Health, 2003 DJDAR 5822 (Cal. June 3, 2003).
California participates in the Medicaid program, which Congress enacted in 1965 to furnish states with financial assistance to provide health care to the needy. See 14 U.S.C. §§ 1396-1396v. The federal government rewards states that agree to establish a Medicaid plan by paying for a percentage of the amount expended by the state for medical assistance under the state plan. While participation is voluntary “once a State elects to participate, it must comply with the requirements of Title XIX.” See Schweiker v. Gray Panthers, 453 U.S. 34 (1981).
The conflict between the state and federal programs came to a head in Olszewski, where the court considered the constitutionality of the lien-filing provisions.
Cimarron Olszewski was a Medi-Cal beneficiary who received emergency medical care from Scripps Health, a provider in the Medi-Cal program. After Olszewski collected $400,000 from the driver of the vehicle who caused the accident, Scripps tried to recover on a $200,000 lien. Olszewski brought a class action, claiming that the lien-filing statutes were unenforceable. In addition to seeking tort damages and restitution under California's unfair-competition law (Cal. Bus. & Prof. Code §§ 17200 et seq.), Olszewski sought a declaration that the “liens asserted by defendants against her and the other class members were ‘unlawful, unenforceable and uncollectible'” and an order enjoining Scripps from asserting such liens in the future.
In an opinion by Justice Janice Rogers Brown, the court held that “federal law is not ambiguous and unequivocally prohibits California from authorizing provider recovery on liens against the entire judgment or settlement obtained by a Medicaid beneficiary from a third party tort-feasor.” The court noted that, under the Supremacy Clause, “it has been settled that state law that conflicts with federal law is ‘without effect”' See Smiley v. Citibank, 11 Cal. 4th 138 (1995). “We therefore conclude that federal law preempts Welfare & Institutions Code sections 14124.791 and 14124.74,” Brown wrote.
The court next discussed various forms of pre-emption, including express pre-emption, field preemption and conflict pre-emption. Settling on conflict preemption, Brown reasoned that the lien statutes frustrate congressional intent in enacting Medicaid and conflict with its statutory framework. In reviewing the history and language of the statutes and regulations, the court concluded that Congress enacted Medicaid to provide medical assistance to needy people. To carry out Congress' intent, federal regulations limit provider collections from Medicaid beneficiaries to, at most, minimal cost-sharing charges, such as co-payments and deductibles. See 42 C.F.R. §§ 447.15, 447.20. Further, these limits apply even where a third-party tort-feasor later is found liable for the injuries suffered by that beneficiary.
The court held that permitting providers to charge beneficiaries for services beyond these limited amounts would interfere with the beneficiaries' access to medical attention and, thus, run afoul of congressional intent. “Because sections 14124.791 and 14124.74 allow the provider to recover more than these cost-sharing charges from the beneficiary, they cannot coexist with federal law and stand as an obstacle to the accomplishment of Congress' intent,” the court said.
Although the court held that the statutes were unconstitutional, thus invalidating the liens, it nevertheless concluded that Scripps was not liable for money previously collected from Medi-Cal accident victims. Reasoning that hospitals had the right to rely on the statutes before they were declared unconstitutional, the court concluded that the “safe harbor” defense in Cel-Tech Communications Inc. v. Los Angeles Cellular Tele. Co., 20 Cal. 4th 163 (1999), barred Olszewski's claim under the unfair-competition law. The court also dismissed the tort claims, reasoning that inasmuch as Scripps' conduct in filing liens amounted to publications authorized by law in furtherance of litigation, the litigation privilege barred these tort claims. See Cal. Civ. Code §§ 47(b).
In so doing, the court may have tipped its hand on how it will rule in McMeans v. Scripps Health, 100 Cal. App. 4th 507 (4th Dist. 2002), another hospital lien case pending review. While McMeans is not a Medi-Cal case, the litigation privilege arguably applies with equal force to the claims asserted in that case.
The decision to invalidate the lien statutes means that third-party tort-feasors will receive a windfall at the expense of the health care provider. Indeed, inasmuch as providers participating in Medi-Cal no longer may assert a lien for the full cost of their services, the tort-feasor's liability for the injured party's medical expenses is limited to the amount payable under Medicaid. See Hanif v. Housing Auth., 200 Cal. App. 3d 635 (3rd Dist. 1988).
Under these circumstances, the court noted, providers either must charge more to those who can afford to pay “or stop providing medical care to the needy.” In concluding that this result “harms society as a whole,” Brown acknowledged that the court had reached its decision “reluctantly.” She noted, however, that legislative action may remedy this perceived harm and, thus, “urged the Legislature to remedy this anomaly in a manner consistent with federal law."

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If you prefer to view the privacy regulations in German language, please visit the Datenschutz page. In the following, the regulations will be given in English language.
Friedrich-Alexander-Universität Erlangen-Nürnberg (FAU) is responsible its websites within the meaning of the General Data Protection Regulation (GDPR) and other national data protection laws as well as other data protection regulations. It is legally represented by its President. For contact details, please consult the legal notice on FAU’s central website.
The respective FAU institutions are responsible for any content they make available on the websites of Friedrich-Alexander-Universität Erlangen-Nürnberg (FAU). For questions related to specific content, please contact the person responsible as named in the legal notice on the respective web page.
We only process our users’ personal data to the extent necessary to provide services, content and a functional website. As a rule, personal data are only processed after the user gives their consent. An exception applies in those cases where it is impractical to obtain the user’s prior consent and the processing of such data is permitted by law.
Art. 6 (1) (a) of the EU General Data Protection Regulation (GDPR) forms the legal basis for us to obtain the consent of a data subject for their personal data to be processed.
When processing personal data required for the performance of a contract in which the contractual party is the data subject, Art. 6 (1) (b) GDPR forms the legal basis. This also applies if data has to be processed in order to carry out pre-contractual activities.
Art. 6 (1) (c) GDPR forms the legal basis if personal data has to be processed in order to fulfil a legal obligation on the part of our organisation.
Art. 6 (1) (d) GDPR forms the legal basis in the case that vital interests of the data subject or another natural person make the processing of personal data necessary.
If data processing is necessary in order to protect the legitimate interests of our organisation or of a third party and if the interests, basic rights and fundamental freedoms of the data subject do not outweigh the interests mentioned above, Art. 6 (1) (f) GDPR forms the legal basis for such data processing.
The personal data of the data subject are deleted or blocked as soon as the reason for storing them ceases to exist. Storage beyond this time period may occur if provided for by European or national legislators in directives under Union legislation, laws or other regulations to which the data controller is subject. Such data are also blocked or deleted if a storage period prescribed by one of the above-named rules expires, unless further storage of the data is necessary for entering into or performing a contract.
Each time our website is accessed, our system automatically collects data and information from the user’s computer system.
The data stored are required exclusively for technical or statistical purposes; no comparison with other data or disclosure to third parties occurs, not even in part. The data are stored in our system’s log files. This is not the case for the user’s IP addresses or other data that make it possible to assign the data to a specific user: before data are stored, each dataset is anonymised by changing the IP address. These data are not stored together with other personal data .
The temporary storage of the IP address by the system is necessary in order to deliver the website to the user’s computer. For this purpose, the user’s IP address must remain stored for the duration of the session.
The storage of such data in log files takes place in order to ensure the website’s functionality. These data also serve to help us optimise the website and ensure that our IT systems are secure. They are not evaluated for marketing purposes in this respect.
The purposes stated above constitute our legitimate interests in processing data in accordance with Art. 6 (1) (f) GDPR.
Data are deleted as soon as they are no longer necessary for fulfilling the purpose for which they were collected. If data have been collected for the purpose of providing the website, they are deleted at the end of the respective session.
If data are stored in log files, they are deleted at the latest after seven days. A longer storage period is possible. In this case, the users’ IP addresses are deleted or masked so that they can no longer be assigned to the client accessing the website.
The collection of data for the purpose of providing the website and the storage of such data in log files is essential to the website’s operation. As a consequence, the user has no possibility to object.
Technical measures are taken to pseudonymise user data collected in this way. This means that the data can no longer be assigned to the user. The data are not stored together with other personal data of the user.
When accessing our website, a banner informs users that cookies are used for analysis purposes and makes reference to this data protection policy. In connection with this, users are also instructed how they can block the storage of cookies in their browser settings.
Analysis cookies are used for the purpose of improving the quality of our website and its content. We learn through the analysis cookies how the website is used and in this way can continuously optimise our web presence.
These purposes also constitute our legitimate interests in the processing of personal data in accordance with Art. 6 (1) (f) GDPR.
You can subscribe to free newsletters via our website. When you register for a newsletter, the data from the input form are transmitted to us.
In the course of the registration process, we request your consent for the processing of your personal data and draw your attention to this data protection policy.
No data are disclosed to third parties in connection with data processing for the dispatch of newsletters. Such data are used exclusively for dispatching and improving our newsletters.
Once the user has granted consent, the legal basis for data processing following the user’s registration for a newsletter is Art. 6 (1) (a) GDPR.
The user’s e-mail address is needed to deliver the newsletter.
Data are deleted as soon as they are no longer necessary for fulfilling the purpose for which they were collected. Accordingly, users’ email addresses are stored for as long as they subscribe to the newsletter.
Users can cancel their newsletter subscriptions at any time. Each newsletter contains a link for this purpose.
Contact forms are available on our website that can be used to contact us electronically. If a user makes use of this possibility, the data they enter in the input form are transmitted to us and stored.
The contact forms list and explain which data is required. The contact forms indicate if there are any deviations from or additions to the principles, purpose and duration of storage as presented here.
Once the user has granted consent, the legal basis for data processing is Art. 6 (1) (a) GDPR.
The legal basis for the processing of data transmitted by e-mail is Art. 6 (1) (f) GDPR. If the purpose of the e-mail contact is to enter into a contract, the additional legal basis for data processing is Art. 6 (1) (b) GDPR.
The personal data from the input form are processed solely for the purpose of contacting the user. If the user contacts us by e-mail, this also constitutes our legitimate interests in processing the data.
All other personal data processed during the dispatch of an e-mail serve to prevent misuse of the contact form and to ensure that our IT systems are secure.
Data are deleted as soon as they are no longer necessary for fulfilling the purpose for which they were collected. This is the case for the personal data from the input template of the contact form and those data sent by e-mail when the respective conversation with the user has ended. The conversation is regarded to have ended when it can be seen from the circumstances that the subject matter in question has been conclusively settled.
and all personal data which were stored when contact was made are deleted.
You can register for seminars, events and courses via the forms available on our website. When you register, the data from the input form are transmitted to us.
No data are disclosed to third parties in connection with the data processing required for this purpose. Data are used exclusively for administration purposes related to seminars, courses and events.
Once the user has issued their consent, the legal basis for data processing following the user’s registration for a seminar, course or event is Art. 6 (1) (a) GDPR.
The processing of personal data from the input form is solely for the purpose of allowing us to process the user’s registration for a seminar, course or event. If the user contacts us by e-mail, this also constitutes our legitimate interests in processing the data.
Data are deleted as soon as they are no longer necessary for fulfilling the purpose for which they were collected.
This website uses Siteimprove Analytics, a web analytics service provided by Siteimprove. Siteimprove Analytics uses „cookies“, which are text files placed on your computer, to help the FAU analyze how visitors use the site. The information generated by the cookies about the visitors’ use of the website will be stored and processed by Siteimprove on servers in Denmark.
IP addresses are anonymized irreversibly before data is made available in the Siteimprove Analytics or Intelligence Suite for the FAU.
The FAU will use this information for evaluating the visitors’ use of the website, compiling reports on website activity, and ultimately for improving the website experience for its visitors. Siteimprove will not transmit this information to third parties or use it for any marketing or advertising purposes.
About: This cookie is used to help record visitors’ use of the website. It is used to collect statistics about site usage such as when the visitor last visited the site. The cookie contains no personal information and is used only for web analytics.
About: This cookie is used purely to track the sequence of pages a visitor looks at during a visit to the site.
By using this website, the visitor consents to the processing of data about him/her by Siteimprove in the manner and for the purposes set out above.
The legal basis for the processing of personal data using cookies is Art. 6 (1) (e) GDPR in relation with Art. 4 BayDSG, especially the specification under § 15 (3) TMG and Art. 10 BayHSchG.
Our website uses SSL encryption for security reasons and to protect the transmission of confidential information, for example enquiries you send to us as operators of the website. You can recognise an encrypted connection when the browser’s address line changes from ‘http://’ to ‘https://’ and a padlock appears in your web browser.
You have the right to obtain confirmation from the data controller as to whether or not we are processing personal data that concern you.
the logic involved as well as the scope and intended effects of such processing for the data subject.
You have the right to request information as to whether the personal data concerning you are transmitted to a third country or to an international organisation. In this context, you can request that you are informed of the appropriate safeguards in accordance with Art. 46 GDPR in connection with the transmission of such data.
This right to information can be restricted if granting a right to information is likely to render impossible or seriously impair the research or statistical purposes for which the data is required and restricting the right to information is necessary to achieve the required research or statistical purposes.
You have the right to obtain from the data controller the rectification and/or completion of personal data concerning you if the data processed are inaccurate or incomplete. The data controller must rectify such data without delay.
Your right to rectification can be restricted insofar as it is likely to render impossible or seriously impair the research or statistical purposes for which the data is required and restricting the right to rectification is necessary for achieving the required research or statistical purposes.
The processing is unlawful and you oppose the erasure of the personal data and instead request the restriction of their use.
The data controller no longer requires the personal data for the purposes of processing, but you need them in order to assert, exercise or defend legal claims.
You have objected to processing in accordance with Art. 21 (1) GDPR and it has not yet been established whether the legitimate reasons of the data controller outweigh your reasons.
If the processing of personal data concerning you has been restricted, whilst such data may be stored, they may only be processed with your consent or for the purpose of asserting, exercising or defending legal claims or for protecting the rights of another natural or legal person or for reasons of important public interest of the Union or a Member State.
If the restriction of processing has been restricted in accordance with the above conditions, the data controller will inform you before the restriction is lifted.
Your right to restriction of processing can be restricted insofar as it is likely to render impossible or seriously impair the research or statistical purposes for which the data is required and this restriction is necessary for achieving the required research or statistical purposes.
You withdraw your consent on which the processing was based in accordance with Art. 6 (1) (a) or Art. 9 (2) (a) GDPR and there is no other legal basis for the processing.
You object to the processing in accordance with Art. 21 (1) GDPR and there are no overriding legitimate reasons for the processing or you object to the processing in accordance with Art. 21 (2) GDPR.
The erasure of personal data concerning you is necessary to fulfil a legal obligation under Union or Member State law to which the data controller is subject.
The personal data concerning you have been collected in relation to information society services in accordance with Art. 8 (1) GDPR.
If the data controller has made the personal data concerning you public and is obliged to erase them in accordance with Art. 17 (1) GDPR, he or she will take reasonable steps, including technical measures and taking into account the available technology and the cost of implementation, to inform data controllers responsible for processing such personal data that you as data subject have requested the erasure by such controllers of any links to, or copy or replication of, these personal data.
For archiving purposes in the public interest, for scientific or historical research purposes or for statistical purposes in accordance with Article 89 (1) GDPR insofar as the right referred to in the section on ‘Duty to erase’ is likely to render impossible or seriously impair the achievement of the objectives of such processing.
If you have exercised your right to have the data controller rectify, erase or restrict the processing of personal data concerning you, he or she is obliged to inform all recipients to whom such data have been disclosed of their rectification or erasure or of the restriction of processing, unless this proves impossible or involves disproportionate effort.
You have the right to be informed of these recipients.
The processing is based on consent in accordance with Art. 6 (1) (a) GDPR or Art. 9 (2) (a) GDPR or on a contract in accordance with Art. 6 (1) (b) GDPR.
The processing takes place with the help of automated means.
In exercising this right, you also have the right to have the personal data concerning you transmitted directly from one data controller to another insofar as this is technically feasible. This must not compromise the freedoms and rights of other persons.
The right to data portability does not apply for the processing of personal data necessary for the performance of a task in the public interest or in the exercise of official authority vested in the data controller.
You have the right, on grounds arising out of your particular situation, to object at any time to the processing of personal data concerning you that occurs on the basis of Art. 6 (1) (e) or (f) GDPR; this also applies for profiling activities undertaken on the basis of these provisions.
The data controller shall no longer process the personal data concerning you, unless he or she produces compelling and legitimate reasons for such processing which outweigh your interests, rights and freedoms or such processing is necessary for asserting, exercising or defending legal claims.
If the personal data concerning you are processed for direct marketing purposes, you have the right to object at any time to the processing of personal data concerning you for such marketing; this also applies to profiling insofar as it is undertaken in connection with such direct marketing activities.
If you object to data processing for direct marketing purposes, the personal data concerning you are no longer processed for such purposes.
In connection with the use of information society services and notwithstanding Directive 2002/58/EG, you may exercise your right to object by automated means using technical specifications.
You also have the right, on grounds arising out of your particular situation, to object to the processing of personal data concerning you that occurs for scientific or historical research purposes or for statistical purposes in accordance with Art. 89 (1) GDPR.
Your right to object can be restricted insofar as it is likely to render the achievement of research and statistical purposes impossible or seriously impair such purposes and this restriction is necessary for achieving such research or statistical purposes.
You have the right to withdraw your declaration of consent concerning data protection at any time. Withdrawing your consent does not affect the lawfulness of data processing based on your consent before its withdrawal.
However, such decisions may not be based on special categories of personal data in accordance with Art. 9 (1) GDPR unless Art. 9 (2) (a) or (g) GDPR applies and suitable measures to safeguard your rights and freedoms as well as your legitimate interests have been taken.
With regard to the circumstances referred to in (1) and (3), the data controller shall take suitable measures to safeguard your rights and freedoms as well as your legitimate interests, which include at least the right to obtain human intervention on the part of the data controller, to express your point of view and to contest the decision.
Without prejudice to any other administrative or judicial remedy, you have the right to lodge a complaint with a supervisory authority, in particular in the Member State of your habitual residence, your place of work or the place of the alleged infringement if you consider that the processing of personal data concerning you infringes the GDPR.
The supervisory authority with which the complaint has been lodged shall inform the complainant of the progress and the outcome of the complaint, including the possibility of a judicial remedy in accordance with Art. 78 GDPR.

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Steve Rummage represents clients in complex litigation and appeals, with an emphasis on complex litigation and class action defense. In 37 years of practice, he has defended a variety of matters, including consumer class actions, securities fraud claims, employment class actions, right of publicity actions, complex contract disputes, and construction claims. His work has included leading roles in some of the Pacific Northwest’s most significant litigation, ranging from the Washington Public Power Supply System bond default in the 1980s, the Exxon Valdez oil spill litigation in the 1990s, and the Washington Mutual Securities Litigation in the most recent decade.
Steve represents clients from a wide variety of industries, including software, digital media, telecommunications, leisure travel, and major league sports. In addition to his trial practice, Steve has argued dozens of appeals in state and federal courts, including high profile cases that established Washington law on issues ranging from class actions to securities to land use.
Johnson v. Countrywide Home Loans, Inc.
Estate of Robert S. Felts v. Genworth Life Ins. Co.
FutureSelect Portfolio Management, Inc. v. Tremont Group Holdings, Inc.
Beijing Zhongyi Zhongbiao Electronic Information Technology Co. Ltd. v. Microsoft Corp.
Volcan Group v. Omnipoint Communications, Inc.
Washington State Major League Baseball Public Facilities District v. Huber, Hunt & Nichols-Kiewit Constr. Co.
Pickett v. Holland America Line - Westours Inc.

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The fundamental Law of Persia promulgated in the reign of the late Muzaffaru’d-Din Shah and ratified by him on Dhu’l-Qa’da 14, A.H. 1324 (December 30, 1906).
THEREFORE the National Consultative Assembly is now opened, in accordance with our Sacred Command; and we do define as follows the principles and articles of the Fundamental Law regulating the aforesaid National Council, which Law compromises the duties and functions of the above-mentioned Assembly, its limitations, and its relations with the various departments of the Government.
Art. 1. The National Consultative Assembly is founded and established in conformity with the Farman, founded on justice, dated the fourteenth of the Second Jumada, A.H. 1324 (Aug. 5, 1906).
Art. 3. The National Consultative Assembly shall consist of the Members elected in Tihran and the Provinces, shall be held in Tihran.
Art. 4. The number of elected Members has been fixed in accordance with the Electoral Law separately promulgated, at one hundred and sixty-two, but in case of necessity the number above mentioned may be increased to two hundred.
Art. 5. The Members shall be elected for two whole years. This period shall begin on the day when all the representatives from the provinces shall have arrived in Tihran. On the conclusion of this period of two years, fresh representatives shall be elected, but the people shall have the option of re-electing any of their former representatives whom they wish and with whom they are satisfied.
Art. 6. The Members elected to represent Tihran shall, so soon as they meet, have the right to constitute the Assembly, and to begin their discussions and deliberations. During the period preceding the arrival of the provincial delegates, their decisions shall depend for their validity and due execution on the majority [by which they carried].
Art. 7. On the opening of the debate, at least two thirds of the Members of the Assembly shall be present, and, when the vote is taken, at least three quarters. A majority shall be obtained only when more than half of those present in the Assembly record their votes.
Art. 8. The periods of session and recess of the National Consultative Assembly shall be determined by the Assembly itself, in accordance with such internal regulations as itself shall formulate. After the summer recess, the Assembly must continue and in session from the fourteenth day of the Balance, which corresponds with the festival of the opening of the First Assembly.
Art 9. The National Consultative Assembly can sit on occasions of extraordinary public holidays.
Art 10. On the opening of the Assembly, and Address shall be presented by it to His Imperial Majesty, and it shall afterwards have the honour of receiving an answer from that Royal and August quarter.
"We the undersigned take God to witness, and swear on the Qur’an, that, so long as the rights of the Assembly and its Members are observed and respected, in conformity with these Regulations, we will, so far as possible, discharge, with the utmost truth, uprightness, diligence and endeavour, the duties confided to us; that we will act loyally and truthfully towards our just and honoured Sovereign, commit no treason in respect of ether the foundations of the Throne or the Rights of the People, and will consider only the advantage and well-being of Persia."
Art 12. No one, on any pretext or excuse, shall have any right, without the knowledge and approval of the National Consultative Assembly, to molest its Members. Even in case of the Members committing some crime or misdemeanour, and being arrested flagrante delicto, any punishment inflicted upon him must be with the cognizance of the Assembly.
Art 13. The deliberations of the National Consultative Assembly, in order that effect may be given to their results, must be public. According to the Internal Regulations of the Assembly, journalists and spectators have the right to be present and listen, but not to speak. Newspapers may print and publish all the debates of the Assembly, provided they do not change or pervert their meaning, so that the public may be informed of the subjects of discussion and the detail of what takes place. Everyone, subject to his paying due regard to the public good, may discuss them in the Public Press, so that no matter may be veiled or hidden from any person. Therefore all the newspapers, provided that their contents be not injurious to any one of the fundamental principles of the Government or the Nation, are authorized and allowed to print and publish all the matters advantageous to the public interest, such as the debates of the Assembly, and the opinions of the people on these debates. But if anyone, actuated by interested motives, shall print in the newspapers or in other publications anything contrary to what has been mentioned, or inspired by slander or calumny, he will render himself liable, to cross-examination, judgment and punishment, according to law.
Art. 14. The National Consultative Assembly shall organize and arrange, in accordance with separate and distinct Regulations call ‘he Internal Code of Rules,’ its own affairs, such as the election of a President, Vice-presidents, Secretaries, and other officers, the arrangements of the debates and divisions, etc.
Art. 15. The National Consultative Assembly has the right in all questions to propose any measure which it regards as conducive to well-being of the Government and the People, after due discussion and deliberation thereof in all sincerity and truth; and, having due regard to the majority of votes, to submit such measure, in complete confidence and security, after it has received the approval of the Senate, by means of the First Minister of the State, so that may receive the Royal Approval and be duly carried out.
Art. 16. All laws necessary to strengthen the foundations of the State and Throne and set in order the affairs of the Realm and the establishment of the Ministries, must be submitted for approval to the National Consultative Assembly.
Art. 19. The Assembly has the right, after the Senate has given its approval, to demand from the Ministers of State that effect shall be given to the measures thus approved for the reform of the finances and facilitation of co-operation between the different departments of the Government by division of the departments and provinces of Persia and their governments.
Art. 20. The Budget of each Ministry shall be concluded during the latter half of each year for the following year, and shall be ready fifteen days before the Festival of Naw-ruz.
Art. 21. Should it be any time be necessary to introduce, modify or abrogate any Fundamental Law regulating the [function of the] Ministries, such change shall be made only with the approval of the Assembly, irrespective of whether the necessity for such action has been declared by the Assembly or enunciated by the responsible Ministers.
Art. 23. Without the approval of the National Council, no concession for the formation of any public Company of any sort shall, under any plea soever, be granted by the State.
Art. 26. The construction of railroads or chausses, whether at the expense of the Government, or of any Company, whether Persian or foreign, depends on the approval of the National Consultative Assembly.
Art. 27. Wherever the Assembly observes any defect in the laws or any neglect in giving effect to them, it shall notify the same to the Minister responsible for that department, who shall furnish all necessary explanations.
Art. 28. Should any Minister, acting under misapprehension, issue on the Royal Authority, whether in writing or by word of mouth, orders conflicting with one of the laws which have been enacted and have received the Royal Sanction, and shall admit his negligence and lack of attention, he shall, according to the Law, be personally responsible to His Imperial and Most Sacred Majesty.
Art 29. Should a Minister fail to give satisfactory account of any affair conformably to the laws which have received the Royal Sanction, and should it appear in his case that a violation of such law has been committed, or that he has transgressed the limits imposed [on him], the Assembly shall demand his dismissal from the Royal Presence, and should his treason be clearly established in the Court of Cassation, he shall not again be employed in the service of the State.
Art. 30. The Assembly shall, at any time when it considers it necessary, have the right to make direct representations to the Royal Presence by means of a Committee consisting of the President and six of its Members chosen by the Six Classes. This committee must ask permission for, and the appointment of a time for approaching the Royal Presence through the Master of the Ceremonies (Wazir-i-Darbar).
Art. 32. Any individual may submit in writing to the Petition Department of the Archives of the Assembly a statement of his own case, or of any criticisms or complaints. If the matter concerns the Assembly itself, it will give him a satisfactory answer; but if it concerns the Assembly itself, it will give him a satisfactory answer; but if it concerns one of the Ministries, it will refer to that Ministry, which will enquire into the matter and return a sufficient answer.
Art. 33. New laws which are needed shall be drafted and revised in the Ministries which are respectively responsible, and shall then be laid before the Assembly by the responsible Ministers, or by the Prime Minister. After being approved by the Assembly, and ratified by the Royal Signature; they shall be duly put into force.
Art 34. The President of the Assembly can, in case of necessity, either personally, or on the demand of ten Members of the Assembly, hold a private conference, comprised of a selected number of Members of the Assembly, with any Minister, from which private meeting newspaper correspondents and spectators shall be excluded, and at which other Members of the Assembly shall not have the right to be present. The result of the deliberations of such secret conference shall, however, only be confirmed when it has been deliberated in the said conference in presence of three quarters of those selected [to serve on it], and carried by a majority of votes. Should the proposition [in question] not be accepted in the private conference, it shall not be brought forward in the Assembly, but shall be passed over in silence.
Art. 36. Any Minister can withdraw any matter which he has proposed to the Assembly at any point in the discussion, unless his statement he has been made at the instance of the Assembly, in which case the withdrawal of the matter depends on the consent of the Assembly.
Art. 37. If a measure introduced by any Minister is not accepted by the Assembly, it shall be returned supplemented by the observations of the Assembly; and the responsible Minister, after rejecting or accepting the criticism of the Assembly, can proposed the aforesaid measure a second time to the Assembly.
Art. 38. The Members of the National Consultative Assembly must clearly and plainly signify their rejection or acceptance of measures, and no one has the right to persuade or threaten them in recording their votes. The signification by the Members of the Assembly of such rejection or acceptance must be effected in such manner that newspaper correspondents and spectators also may perceive it, that is to say their intention must be signified by some outward sign, such as [the employment of] blue and white voting-papers, or the like.
Art. 40. On the occasion of the discussion and investigation of the measure mentioned in Art. 39, whether in the Assembly or in the Committee of Enquiry, notice shall be given by the Assembly to the responsible Minister, if any, concerned in the measure, that if possible he himself, or, if not, his Assistant Minister, shall e present in the Assembly, so that the debate may take place in the presence of one or other of them.
Art. 41. If the responsible Minister cannot, for any reason, agree with the Assembly without a measure proposed by it, he must offer his excuses to it and give it satisfaction.
Art.42. Should the National Consultative Assembly demand explanations on any matter from the responsible Minister, the Minister in question must give an answer, which answer must not be postponed unnecessarily or without plausible reason, save in the case of secret measures, the secrecy of which for some definite period is to the advantage of the State and the People. In such cases, on the lapse of the definite period the responsible Minister is bound to disclose this measure in the Assembly.
Art. 45. The Members of this Assembly shall be chosen from amongst the well-informed, discerning, pious and respected persons of the Realm. Thirty of them shall be nominated on the part of His Imperial Majesty (fifteen of the people of Tihran, and fifteen of the people of the Provinces), and thirty by the Nation (fifteen elected by the people of Tihran, and fifteen by the people of Provinces).
Art. 46. After the constitution of the Senate, all proposals must be approved by both Assemblies. If those proposals shall have been originated in the Senate, or by the Cabinet of Ministers, they must first be amended and corrected in the Senate and accepted by a majority of votes, and must then be approved by the National Consultative Assembly. But proposals brought forward by the National Consultative Assembly must, on the contrary, go from this Assembly to the Senate, except in the case of financial matters, which the Senate, except in the case of financial matters, which belong exclusively to the National Consultative Assembly. The decision of the Assembly, in respect to the above-mentioned proposals, shall be made known to the Senate, so that it in turn may communicate its observations to the National Assembly, but the latter, after discussion, is free to accept or reject these observations of the Senate.
Art. 48. If any proposal, after undergoing criticism and revision in the Senate, be referred by a Minister to the National Consultative Assembly, and be not accepted, such disputed proposal shall, in case of its being of importance, be reconsidered by a third Assembly composed of Members of Senate and Members of the National Consultative Assembly elected in equal moieties by Members of the two Assemblies. The decision of this [third] Assembly shall be read out in the National Council. If it be then accepted, well and good. If not, a full account of the matter shall be submitted to the Royal Presence, and should the Royal judgment support the view of the National Consultative Assembly, it shall become effective; but if not, orders will be issued for a fresh discussion and investigation. If again no agreement of opinion results, and the Senate, by a majority of two thirds, approves the dissolution of the National Consultative Assembly, this approval being separately affirmed by the Cabinet of Ministers, then the Imperial Command will be issued for the dissolution of the National Consultative Assembly, and at the same time orders shall be given for the holding of fresh elections, the people, however, having the right to reelect their former representatives.
Art. 49. The new representatives of Tihran must present themselves within the space of one month, and the representatives of the provinces within the space of three months. When the representatives of the Capital are present, the Assembly shall be opened, and shall begin its labours, but they shall not discuss disputed proposals until the provincial representatives shall arrive. If, after the arrival of all its Members, the new Assembly shall by a clear majority confirm the first decision, His Most Sacred and Imperial Majesty shall approve that decision of the national Consultative Assembly, and shall order it be carried into effect.
"These Fundamental Laws of the National Consultative Assembly and the Senate, containing fifty-one Articles, are correct."
The original Fundamental Law, containing 51 Articles, was promulgated on Dhu’l-Qu’da 14, A.H. 1324 (December 30, 1906) by the late Muzaffaru’d-Din Shah. The following supplementary laws were ratified by the present Shah, Muhammad ‘Ali on Sha’ban 29, A.H. 1325 (October 7, 1907).
The Articles added to complete the Fundamental Laws of the Persian Constitution ratified by the late Shahinshah of blessed memory, Muzaffaru’d-Din Shah Qajar (may God illuminate his resting-place!) are as follows.
Art. 1. The official religion of Persia is Islam, according to the orthodox Ja’fari doctrine of the Ithna ‘Ashariyya (Twelve Imams), which faith the Shah of Persia must profess and promote.
Art. 2. At no time must any legal enactment of the Sacred National Consultative Assembly, established by the favour and assistance of His Holiness the Imama of the Age (may God Hasten his glad Advent!), the favour of His Majesty the Shahinshah, of Islam (may God multiply the like them!), and the whole people of the Persian Nation, be at variance with the sacred rules of Islam or the laws established by His Holiness the Best of Mankind (on whom and on whose household be the Blessings of God and His Peace).
It is hereby declared that, it is for the learned doctors of theology (the ‘ulama) – may God prolong the blessing of their existence! – to determine whether such laws as may be proposed are or are not conformable to the rules of Islam; and it is therefore officially enacted that there shall at all times exist a committee composed of not less than five jujahids or other devout theologians, cognizant also of the requirements of the age, [which committee shall be elected] in this manner. The ‘ulama and Proofs of Islam shall present to the National Consultative Assembly the names of Twenty of the ‘ulama possessing the attributes mentioned above; and the Members of the National Consultative Assembly shall, either by unanimous acclamation, or by vote, designate five or more of these, according to the exigencies of the time, and recognize these as Members, so that they may carefully discuss and consider all matters proposed in the Assembly, and reject and repudiate, wholly or in part, any such proposal which is at variance with the Sacred Laws of Islam, so that it shall not obtain the title of legality. In such matters the decision of this ecclesiastical committee shall be followed and obeyed and this article shall continue unchanged until the appearance of His Holiness the Proof of the Age (may God hasten his glad Advent!).
Art. 4. The capital of Persia Tihran.
Art. 5. The official colours of the Persian flag are green, white and red, with the emblem of the Lion and the Sun.
Art. 6. The lives and property of foreign subjects residing on Persian soil are guaranteed and protected, save in such contingences as the laws of the land except.
Art. 9. All individuals are protected and safeguarded in respect to their lives, property, homes, and honour, from every kind of interferences, and none shall molest them save in such case and in such way as the laws of the land shall determine.
Art. 10. No one can be summarily arrested, save flagrante delicto in the commission of some crime or misdemeanour, except on the written authority of the President of the Tribunal of Justice, given in conformity with the Law. Even in such case the accused must immediately, or at latest in the course of the next twenty-four hours, be informed and notified of the nature of his offence.
Art. 13. Every person’s house and dwelling is protected and safeguarded, and no dwelling-place may be entered save in such case and in such way as the Law has decreed.
Art. 20. All publications, except heretical books and matters hurtful to the perspicuous religion [of Islam] are free, and are exempt from the censorship. If, however, anything should be discovered in them contrary to the Press law, the publisher or writer be known, and be resident in Persia, then the publisher, printer and distributor shall not be liable to persecution.
Art. 21. Societies (anjumans) and association (ijtimad’at) which are not productive of mischief to Religion or the State, and are not injurious to good order, are free throughout the whole Empire, but members of such associations must not carry arms, and must obey the regulations laid down by the Law on this matter. Assemblies in the public thoroughfares and open spaces must likewise obey the police regulations.
Art. 23. It is forbidden to disclose or detain telegraphic correspondence without the express permission of the owner, save such cases as the Law Lays down.
First, the legislative power which is specially concerned with the making or amelioration of laws. This power is derived from His Imperial Majesty, the National Consultative Assembly, and the Senate, of which three sources each has the right to introduce laws, provided that the continuance thereof be dependent on their not being at variance with the standards of the ecclesiastical law, and on its approval by the Members of the two Assemblies, and the Royal ratification. The enacting and approval of laws connected with the revenue and expenditure of the kingdom are, however, specially assigned to the National Consultative Assembly. The explanation and interpretation of the laws are, moreover, amongst the special functions of the above-mentioned assembly.
Art. 30. The deputies of the National Consultative Assembly and the Senate represent the whole nation, and not only the particular classes, provinces, departments or districts which have elected them.
Art. 33. Each of the two assemblies has the right to investigate and examine every affair state.
Art. 36. The constitutional monarchy of Persia is vested in the person of His Imperial Majesty Sultan Muhammad ‘Ali Shah Qajar (may God prolong his sovereignty!) and in his heirs, generation after generation.
Art. 37. The succession to the Throne, in case there being more than one son, passes to the eldest son of the King whose mother is a Princess and of Persian race. In case the King should have no male issue, the eldest male of the Royal Family who is next of kin shall rank next in succession to the Throne. If, however, in the case supposed above, male heirs should subsequently to be born to the King, the succession will de jure revert to such heir.
Art. 38. In case of the decease of the Sovereign, the Crown Prince can only undertake in person the functions of the Throne provided that he has attained the age of eighteen years. If he ha not reached this age, a Regent shall be chosen with the sanction and approval of the National Consultative Assembly and the Senate, until such time as the Crown Prince shall attain this age.
"I take to witness the Almighty and Most High God, on the glorious Word of God, and by all that is most honoured in God’s sight, and do hereby swear that I will exert all my efforts to preserve the independence of Persia, safeguard and protect the frontiers of my Kingdom and the rights of my People, observe the Fundamental Laws of the Persian Constitution, rule in accordance with the established laws of Sovereignty, endeavour to promote the Ja’fari doctrine of the Church of the Twelve Imams, and will in all my deeds and actions consider God Most Glorious as present and watching me. I further ask aid from God, from Whom alone aid is derived, and seek help from the holy spirits of the Saints of Islam to render service to the advancement of Persia."
Art. 41. In the event of the King’s decease, the National Consultative Assembly and the Senate must of necessity meet, and such meeting must not be postponed later than ten days after the date of the King’s decease.
Art. 42. If the mandate of the deputies of either or both of the Assemblies shall have expired during the period of the late King’s life, and the new deputies shall not yet have been elected at the time of this decease, the deputies of the late Parliament shall reassemble, and the two Assemblies shall be reconstituted.
Art. 45. The decrees and rescripts of the King relating to the affairs of State can only be carried out when they are countersigned by the responsible Minister, who is also responsible for the authenticity of such decree or rescript.
Art. 47. The granting of military rank, decoration and other honorary distinctions shall be effected with due regard to the special law referring to the person of the King.
Art. 48. The choice of officials as heads of the various government departments, whether internal or foreign, subject to the approval of the responsible Minister, is the King’s right, save in such cases as are specifically excepted by the Law; but the appointment of other officials does not lie with the King, save in such cases as are explicitly provided for by the Law.
Art. 49. The issue of decrees and orders for giving effect to the laws is the King’s right, provided that under no circumstances shall he postpone or suspend the carrying out of such laws.
Art. 52. The treaties which, conformably to article 24 of the Fundamental Law promulgated on Dhu’l-Qa’da 14, A.H. 1324 (=December 30, 1906), must remain secret, shall be communicated by the King, with the necessary explanations, to the National Consultative Assembly and the Senate after the disappearance of the reasons which necessitated such secrecy, as soon as the public interests and security shall require it.
Art. 55. The minting of coin, subject to conformity with the Law, is the name of the King.
Art. 58. No one can attain the rank of Minster unless he be a Musulman by religion, a Persian by birth, and a Persian subject.
Art 59. Princes in the first degree, that is to say the sons, brothers, and paternal uncles of the reigning King, cannot be chosen as Ministers.
Art. 61. Ministers, besides being individually responsible for the affairs specially appertaining to their won Ministry, are also collectively responsible to the two Chambers for one another’s actions in affairs of a more general character.
Art. 64. Ministers cannot divest themselves their responsibility by pleading verbal or written orders from the King.
Art. 69. The National Consultative Assembly or the Senate shall declare the delinquencies of Ministers in the presence of the Court of Cassation, and the said Court, all the members of the tribunals comprised in it being present, will pronounce judgement, save in cases when the accusation and prosecution refer to the Minister in his private capacity, and are outside the scope of the functions of government entrusted to him in his ministerial capacity.
Art. 71. The Supreme Ministry of Justice and the judicial tribunals are the places officially destine for the redress of public grievances, while judgement in all matters falling within the scope of the Ecclesiastical Law is vested in just mujtahids possessing the necessary qualifications.
Art. 75. In the whole kingdom there shall be only one Court of Cassation for civil cases, and that in the capital and this Court shall not deal with any case of first instance, except in cases in which Ministers are concerned.
Art. 76. All proceedings of tribunals shall be public, save in cases where such publicity would be injurious to public order or contrary to public morality. In such cases, tribunal must declare the necessity of sitting clausis foribus.
Art. 77. In cases of political or press offenses, a jury must be present in the tribunals.
Art. 78. The decisions and sentences emanating from the tribunals must be reasoned and supported by proof, and must contain the articles of the Law in accordance with which judgement has been given, and they must be ready publicly.
Art. 86. In every provincial capital there shall be established a Court of Appeal for dealing with the judicial matters in such wise as is explicitly set forth in the laws concerning the administration of justice.
Art. 87. Military tribunals shall be established throughout the whole Kingdom according the special laws.
Art. 90. Throughout the whole empire provincial and departmental councils (anjumans) shall be established in the accordance with special regulations. The fundamental laws regulating such assemblies are as follows.
Art. 92. The provincial and departmental councils are free to exercise complete supervision over all reforms connected with the public advantage, always provided that they observe the limitations prescribed by Law.
Art. 99. Save in such cases as are explicitly expected by Law, nothing can on any pretext be demanded from people save under the categories of state, provincial, departmental and municipal taxes.
Art. 102. The Financial Commission is appointed to inspect and analyse the accounts of the Department of Finance and to liquidate the accounts of all debtors and creditors of the Treasury. It is especially deputed to see that no item of expenditure fixed in the Budget exceeds the amount specified, or is charged or altered and that each item is expended in the proper manner. It shall likewise inspect and analyse the different accounts of all the departments of State collect the documentary proof of the expenditure indicated in such accounts, and submit to the National Consultative Assembly a complete statement of the accounts of the Kingdom, accompanied by its own observations.
Art. 106. No foreign troops may be employed in the service of the State, no may they remain in or pass through any part of the Kingdom save in accordance with the Law.
"In the Name of God, blessed and exalted is He."

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