THE
FRANCHISOR, AND ANY PARENT, PREDECESSORS AND AFFILIATES
To simplify the language in
this Franchise Disclosure Document, "BWR" or "we" mean
Buffalo Wings & Rings, LLC, the franchisor, and "you" means the
person, corporation, limited liability company, partnership, or other entity
that buys the franchise. If the franchise is purchased by a corporation,
partnership, limited liability company, or other entity, certain provisions of
the franchise agreement will also apply to the owners and will be noted.
BWR is an Ohio limited
liability company that was organized on February 2, 2005. Our principal
business address is 200 Techne Center Drive, Suite 217, Milford, OH 45150. We do business only under our name, Buffalo Wings & Rings, LLC. Our agents
for service of process are listed in Exhibit B. BWR was formed to sell and
support restaurant franchises. BWR has offered BUFFALO WINGS & RINGS
franchises since March 2005. However, the first Buffalo Wings & Rings
franchise was established in 1986. We have never offered franchises in any
other business. We do not have any affiliates. BWR operates one company
restaurant and our Executive Vice President, Nader Masadeh, operated a BUFFALO
WINGS & RINGS franchise in Milford, Ohio from September 2004 until January
2007 and our Vice President, Haytham David operated a BUFFALO WINGS & RINGS
franchise restaurant in Batavia, Ohio from 1996 to 2001 and a restaurant in Cincinnati, Ohio from April 2004 until January 2007.
Our predecessor is an Ohio corporation named Wings & Rings Franchise International, Inc. ("WRFI").
Its principal business address is 8024 Spring Leaf Drive, Cincinnati, Ohio, 45247. WRFI was incorporated in August 1998 as the result of a restructuring of an Ohio corporation formed on April 2, 1986 named Wings & Rings, Inc. ("WRI"). A
new holding company, also named Wings & Rings, Inc., was formed in the
restructure. WRI changed its name to Wings & Rings Real Estate, Inc. and
became a wholly-owned subsidiary of the newly-formed Wings & Rings, Inc.
WRFI was also a wholly-owned subsidiary of the newly-formed Wings & Rings,
Inc. WRFI does business under its name, Wings & Rings Franchise
International, Inc., and, until February 19,2005, under the trade name BUFFALO
WINGS & RINGS. WRFI offered BUFFALO WINGS & RINGS franchises since
1999, and WRI offered BUFFALO WINGS & RINGS franchises from 1988 to 1998.
WRFI did not offer franchises in any other business. WRFI operated BUFFALO
WINGS & RINGS restaurants in Cincinnati, Ohio prior to 2001. WRI does not
operate businesses of the type being franchised. WRI has not conducted business
in any other line of business and did not offer franchises in any other line of
business.
On February 19, 2005, BWR
purchased substantially all of the assets of WRFI, including WRFI''s exclusive
right to the BUFFALO WINGS & RINGS trademark, and assumed all of WRFI''s
rights and obligations under the franchise agreements with its BUFFALO WINGS
& RINGS franchisees. WRFI ceased operating in February 2005.
BWR offers franchises to
operate family style restaurants that feature Buffalo style chicken wings,
curly fries, burgers, salads, and beer and wine under the trade name and
service mark BUFFALO WINGS & RINGS. BUFFALO WINGS & RINGS Restaurants
appeal to cost conscious casual diners. Each Franchised Restaurant operates in
accordance with our unique system. The distinguishing characteristics of our
system include distinctive exterior and interior layout, design and color
scheme; exclusively designed signage, decorations, furnishings, and materials;
special recipes, formulas, menus and food and beverage designations; the
BUFFALO WINGS & RINGS operations manual; food and beverage storage,
preparation and service procedures and techniques; operating procedures for
sanitation and maintenance; and methods and techniques for inventory and cost
controls, record keeping and reporting, personnel management, purchasing, sales
promotion and advertising. We may change, improve and develop the system periodically.
You will market your services
to the general public. You will compete with other restaurants offering food
items at similar prices, including local, regional and national chains of
restaurants and other food service businesses. There may be laws or regulations
in your state or municipality regulating the preparation and storage of food
products, sanitation, safety, health, the construction of the Franchised
Restaurant, waste and emissions discharge, public accommodations, and the sale
of alcoholic beverages. You will be responsible for investigating and complying
with all laws and regulations, including environmental laws and licensing
requirements that may apply to your Franchised Restaurant. You will also: be
responsible for complying with employment, workers'' compensation, insurance,
corporate, tax, and similar laws and regulations, as well as any federal,
state, or local laws of a more general nature that may affect the operation of
your Franchised Restaurant. You should examine these laws before buying a
Franchised Restaurant.
'' In addition to offering
franchises for individual restaurants, we offer area development agreements to
persons who have the desire, financial strength and managerial capability to
develop and operate multiple restaurants. Under an area development agreement,
you agree to open a specified number of BUFFALO WINGS & RINGS Restaurants
within a defined geographic area in accordance with an agreed-upon development
schedule. As each Franchised Restaurant is developed, you will sign a franchise
agreement for that Restaurant.
Master Developer Agreements
are offered to qualified company or individuals that have the desire financial
strength and managerial capability to develop and operate multiple restaurants
as well as recruit, train and support franchisees is a designated area. The
Master Developer does not make any final decisions as to who to grant a
franchise, does not negotiate any contract on behalf of the franchisor or enter
into any contract with franchisees. Only the Franchisor is able to negotiate,
grant and execute franchise or any other agreement with franchisees. The Master
Developer must open and operate a graining restaurant and become a qualified
trainer prior to training franchisees. The Master Developer must also be
qualified operationally in order to provide operational support to franchisees
in its designated area. The Master Developer agrees to open and/or support a
specified , number of BUFFALO WINGS & RINGS Restaurants in its Development
Area (a defined geographic area, based on demographics of the market. The
development area could be a county, counties or state depending upon the
capabilities of the Master Developer). Buffalo Wings & Rings Restaurants (a
combination of Master Developer and franchisee restaurants) must be opened in
accordance with an agreed-upon development schedule.
