1-1 By: Haley, Parker S.B. No. 195 1-2 (In the Senate - Filed January 27, 1993; January 28, 1993, 1-3 read first time and referred to Committee on Economic Development; 1-4 February 3, 1993, reported favorably by the following vote: Yeas 1-5 6, Nays 5; February 3, 1993, sent to printer.) 1-6 COMMITTEE VOTE 1-7 Yea Nay PNV Absent 1-8 Parker x 1-9 Lucio x 1-10 Ellis x 1-11 Haley x 1-12 Harris of Dallas x 1-13 Harris of Tarrant x 1-14 Leedom x 1-15 Madla x 1-16 Rosson x 1-17 Shapiro x 1-18 Wentworth x 1-19 A BILL TO BE ENTITLED 1-20 AN ACT 1-21 relating to franchise agreements for fast food restaurants; 1-22 creating offenses and providing penalties. 1-23 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: 1-24 SECTION 1. Title 2, Business & Commerce Code, is amended by 1-25 adding Chapter 20 to read as follows: 1-26 CHAPTER 20. FAST FOOD RESTAURANT FRANCHISES 1-27 Sec. 20.01. PURPOSES. The purposes of this chapter are: 1-28 (1) to promote the public's interest in the fair, 1-29 efficient, and competitive franchising of the fast food restaurant 1-30 business within this state by establishing minimum standards of 1-31 conduct in such franchise relationships; and 1-32 (2) to acknowledge a special relationship between fast 1-33 food franchisors and franchisees since many fast food franchises 1-34 reflect a profound imbalance of contractual power in favor of the 1-35 franchisor and fail to give due regard to the legitimate business 1-36 interests of the franchisee as a result of the franchisor's 1-37 reserving pervasive contractual rights over the franchise 1-38 relationship. 1-39 Sec. 20.02. DEFINITIONS. In this chapter: 1-40 (1) "Affiliate" means a person controlling, controlled 1-41 by, or under common control with another person. 1-42 (2) "Fast food restaurant" means a restaurant where 1-43 food and beverages are sold for consumption on or off the premises 1-44 and delivered to the customer after the customer places an order 1-45 with a cashier at a counter or drive-through window or by 1-46 telephone. The term does not include a restaurant where a majority 1-47 of the customers are seated at tables before a person waiting on 1-48 the tables takes their orders. 1-49 (3) "Franchise" means an oral or written agreement, 1-50 either express or implied, which: 1-51 (A) grants the right to distribute goods or 1-52 provide services under a marketing plan prescribed or suggested in 1-53 substantial part by the franchisor; 1-54 (B) requires payment, directly or indirectly, of 1-55 a franchise fee to a franchisor or its affiliate; and 1-56 (C) allows the franchised business to be 1-57 substantially associated with the franchisor's trademark, service 1-58 mark, trade name, logotype, advertisement, or other commercial 1-59 symbol of or commercial symbol designating the franchisor or its 1-60 affiliate. 1-61 (4) "Franchisee" means a person to whom a franchise is 1-62 offered or granted. 1-63 (5) "Franchisor" means a person who offers or grants a 1-64 franchise to another person. 1-65 (6) "Franchise fee" means a direct or indirect payment 1-66 to purchase or operate a franchise. Franchise fee does not include 1-67 any of the following: 1-68 (A) payment of a reasonable service charge to 2-1 the issuer of a credit card by an establishment accepting the 2-2 credit card; 2-3 (B) an agreement to purchase at a bona fide 2-4 wholesale price a reasonable quantity of tangible goods for resale; 2-5 (C) payment of rent which reflects payment for 2-6 the economic value of leased real or personal property; 2-7 (D) the purchase or agreement to purchase a 2-8 reasonable quantity of promotional or demonstration supplies, 2-9 materials, or equipment furnished at fair market value and not 2-10 intended for resale; or 2-11 (E) the purchase or agreement to purchase, at a 2-12 fair market value, any fixtures, equipment, leasehold improvements, 2-13 real property, supplies, or other materials reasonably necessary to 2-14 enter into or continue a business. 2-15 (7) "Good faith" means that a franchise contract 2-16 imposes on each party thereto a duty to act in good faith in its 2-17 performance and enforcement. This duty of good faith obligates a 2-18 party to a franchise, in making a decision that directly affects 2-19 the franchise or the business conducted under the franchise, to 2-20 give fair regard for the interests of the other party or parties 2-21 that are likely to be affected by the decision and to refrain from 2-22 conduct that may impair or injure the right of the other party or 2-23 parties to receive the reasonably anticipated benefits of the 2-24 franchise. 2-25 (8) "Trade secret" has the meaning assigned by Section 2-26 31.05, Penal Code. 2-27 Sec. 20.03. APPLICATION. This chapter applies only to a 2-28 franchise for a fast food restaurant but, except for Section 20.10, 2-29 does not apply to a franchise for a fast food restaurant: 2-30 (1) in which the franchisor owns the real estate and 2-31 improvements on which the franchised business is operated; 2-32 (2) if the franchisor owns and operates fewer than 35 2-33 percent of the total number of fast food restaurants identified 2-34 with the franchisor's trademark, service mark, trade name, 2-35 logotype, advertisement, or other commercial symbol of or 2-36 commercial symbol designating the franchisor or its affiliate; or 2-37 (3) which includes specific territorial protection for 2-38 the restaurant. 2-39 Sec. 20.04. NO WAIVER. This chapter applies notwithstanding 2-40 any contrary or conflicting provision in a franchise. The parties 2-41 to a franchise may not waive any of the provisions of this chapter, 2-42 except as part of a settlement of a bona fide dispute. 2-43 Sec. 20.05. DUTY OF GOOD FAITH. Each franchise subject to 2-44 this chapter includes an implied duty of good faith in its 2-45 performance and enforcement. 2-46 Sec. 20.06. TRANSFERABILITY. (a) A franchisee may transfer 2-47 the franchised business and franchise or an interest in a 2-48 franchised business and franchise to a transferee, provided the 2-49 transferee satisfies the reasonable, current qualifications of the 2-50 franchisors for new franchisees. For purposes of this section, a 2-51 reasonable, current qualification for a new franchisee is a 2-52 qualification based on a legitimate business reason. If the 2-53 proposed transferee does not meet the reasonable, current 2-54 qualifications of the franchisor, the franchisor may refuse to 2-55 permit the transfer, provided the refusal of the franchisor to 2-56 consent to the transfer is not arbitrary or capricious when 2-57 compared to the actions of the franchisor in other similar 2-58 circumstances. 2-59 (b) Except as otherwise provided in this section, a 2-60 franchisor may exercise a right of first refusal contained in a 2-61 franchise agreement after receipt of a proposal from the franchisee 2-62 to transfer the franchise. 2-63 (c) A franchisor may require as a condition of a transfer 2-64 any of the following: 2-65 (1) that the transferee successfully complete a 2-66 reasonable training program; 2-67 (2) that a reasonable transfer fee be paid to 2-68 reimburse the franchisor for the franchisor's reasonable and actual 2-69 expenses directly attributable to the transfer; or 2-70 (3) that the franchisee pay or make provision 3-1 reasonably acceptable to the franchisor to pay any amount due the 3-2 franchisor or the franchisor's affiliate. 3-3 (d) A franchisor shall not withhold consent to a 3-4 franchisee's making a public offering of the franchisee's 3-5 securities without good cause, provided the franchisee or the 3-6 owners of the franchise retain control of more than 50 percent of 3-7 the voting power in the franchise. 3-8 (e) A franchisee may transfer the franchisee's interest in 3-9 the franchise for the unexpired term of the franchise agreement, 3-10 and a franchisor shall not require the franchisee or the transferee 3-11 to enter into a new or different franchise agreement as a condition 3-12 of the transfer. 3-13 (f) A franchisee shall give the franchisor no less than 30 3-14 days written notice of a transfer which is subject to the 3-15 provisions of this section and, on request from the franchisor, 3-16 shall provide in writing the ownership interests of all persons 3-17 holding or claiming an equitable or beneficial interest in the 3-18 franchise subsequent to the transfer of the franchise, as 3-19 appropriate. A franchisee shall not circumvent the intended effect 3-20 of a contractual provision governing the transfer of the franchise 3-21 or an interest in the franchise by means of a management agreement, 3-22 lease, profit-sharing agreement, conditional assignment, or other 3-23 similar device. 3-24 (g) A franchisor shall not transfer its interest in a 3-25 franchise unless the franchisor makes reasonable provision for the 3-26 performance of the franchisor's obligations under the franchise 3-27 agreement by the transferee. A franchisor shall provide the 3-28 franchisee notice of a proposed transfer of the franchisor's 3-29 interest in the franchise at the time the disclosure is required of 3-30 the franchisor under applicable securities laws if interests in the 3-31 franchisor are publicly traded or, if they are not publicly traded, 3-32 at the time such disclosure would be required if the interests in 3-33 the franchisor were publicly traded. 3-34 (h) A transfer by a franchisee is deemed to be approved 30 3-35 days after the franchisee submits the request for consent to the 3-36 transfer unless the franchisor withholds consent to the transfer as 3-37 evidenced in writing, specifying the reason or reasons for 3-38 withholding the consent. The written notice must be delivered to 3-39 the franchisee prior to the expiration of the 30-day period. Any 3-40 such notice is privileged and is not actionable based on a claim of 3-41 defamation. 3-42 (i) A franchisor shall not discriminate against a proposed 3-43 transferee of a franchise on the basis of race, color, national 3-44 origin, sex, or physical handicap. 3-45 (j) A franchisor, as a condition to a transfer of a 3-46 franchise, shall not obligate a franchisee to undertake obligations 3-47 or relinquish any rights unrelated to the franchise proposed to be 3-48 transferred or to enter into a release of claims broader than a 3-49 similar release of claims by the franchisor against the franchisee 3-50 which is entered into by the franchisor. 3-51 (k) A franchisor, after a transfer of a franchise, shall not 3-52 seek to enforce any covenant of the transferred franchise against 3-53 the transferor which prohibits the transferor from engaging in any 3-54 lawful occupation or enterprise. However, this subsection does not 3-55 prohibit the franchisor from enforcing against the transferor a 3-56 contractual covenant not to exploit the franchisor's trade secrets 3-57 or intellectual property rights, unless otherwise agreed to by the 3-58 parties. 3-59 (l) For purposes of this section, "transfer" means any 3-60 change in ownership or control of a franchise, franchised business, 3-61 or a franchisee. 3-62 (m) The following occurrences shall not be considered 3-63 transfers requiring the consent of the franchisor under a franchise 3-64 agreement and shall not result in the imposition of any penalties 3-65 or make applicable any right of first refusal by the franchisor: 3-66 (1) the succession of ownership of a franchise on the 3-67 death or disability of a franchisee or of an owner of a franchise 3-68 to the franchisee's spouse, child, or children or to a partner of 3-69 the franchisee, unless the successor fails to meet the then 3-70 reasonable, current qualifications of the franchisor for 4-1 franchisees and the enforcement of the reasonable, current 4-2 qualifications is not arbitrary or capricious when compared to 4-3 actions of the franchisor in other similar circumstances; 4-4 (2) the succession of a spouse, child, partner, or 4-5 other owner as operating manager on the death or disability of the 4-6 operating manager, unless the successor fails to meet the then 4-7 reasonable, current qualifications of the franchisor for an 4-8 operating manager and enforcement of the reasonable, current 4-9 qualifications is not arbitrary or capricious when compared to 4-10 actions of the franchisor in other similar circumstances; 4-11 (3) incorporation of a proprietorship franchisee, 4-12 provided that such incorporation does not prohibit a franchisor 4-13 from requiring a personal guaranty by the franchisee of obligations 4-14 related to the franchise; 4-15 (4) a transfer within an existing ownership group of a 4-16 franchise, provided that more than 50 percent of the franchise is 4-17 held by persons who meet the franchisor's reasonable, current 4-18 qualifications for franchisees. If less than 50 percent of the 4-19 franchise would be owned by persons who meet the franchisor's 4-20 reasonable, current qualifications, the franchisor may refuse to 4-21 authorize the transfer, provided that enforcement of the 4-22 reasonable, current qualifications is not arbitrary or capricious 4-23 when compared to actions of the franchisor in other similar 4-24 circumstances; 4-25 (5) a transfer of less than a controlling interest in 4-26 the franchise to the franchisee's spouse or child or children, 4-27 provided that more than 50 percent of the entire franchise is held 4-28 by those who meet the franchisor's reasonable, current 4-29 qualifications. If less than 50 percent of the franchise would be 4-30 owned by persons who meet the franchisor's reasonable, current 4-31 qualifications, the franchisor may refuse to authorize the 4-32 transfer, provided that enforcement of the reasonable, current 4-33 qualifications is not arbitrary or capricious when compared to 4-34 actions of other franchisors in other similar circumstances; 4-35 (6) a transfer of less than a controlling interest in 4-36 the franchise of an employee stock ownership plan or employee 4-37 incentive plan, provided that more than 50 percent of the entire 4-38 franchise is held by those who meet the franchisor's reasonable, 4-39 current qualifications for franchisees. If less than 50 percent 4-40 would be owned by persons who meet the franchisor's reasonable, 4-41 current qualifications, the franchisor may refuse to authorize the 4-42 transfer, provided that enforcement of the reasonable, current 4-43 qualifications is not arbitrary or capricious when compared to 4-44 actions of the franchisor in other similar circumstances; and 4-45 (7) a grant or retention of a security interest in the 4-46 franchised business or its assets or an ownership interest in the 4-47 franchisee, provided the security agreement establishes an 4-48 obligation on the part of the secured party, enforceable by the 4-49 franchisor, to give the franchisor notice of the secured party's 4-50 intent to foreclose on the collateral simultaneously with notice to 4-51 the franchisee and a reasonable opportunity to redeem the interests 4-52 of the secured party and recover the collateral by paying the 4-53 secured obligation. 4-54 (n) A franchisor shall not interfere or attempt to interfere 4-55 with any disposition of an interest in a franchise or franchised 4-56 business as described in Subsection (m) of this section. 4-57 Sec. 20.07. TERMINATION OR NONRENEWAL. (a) A franchisor 4-58 may not terminate or fail to renew a franchise unless the 4-59 franchisor has good cause for the termination or failure to renew. 4-60 For purposes of this section, "good cause" is cause based on a 4-61 legitimate business reason and shall include without limitation the 4-62 failure of a franchisee to comply with lawful material provisions 4-63 of the franchise or other agreement between the franchisor and the 4-64 franchisee, provided that termination or failure to renew is not 4-65 arbitrary or capricious when compared to the actions of the 4-66 franchisor in other similar circumstances. 4-67 (b) Prior to termination of a franchise for good cause, a 4-68 franchisor shall provide a franchisee with at least 60 days written 4-69 notice stating the basis for the proposed termination. After 4-70 service of written notice, the franchisee shall have a reasonable 5-1 period of time to cure the default, which in no event shall be less 5-2 than 30 days. If the franchisee's default can not reasonably be 5-3 cured in 30 days, the franchisee must demonstrate substantial and 5-4 continuing action toward cure of the default in order to avoid 5-5 termination. 5-6 (c) Prior to the failure to renew a franchise for good 5-7 cause, a franchisor shall provide a franchisee with at least 180 5-8 days written notice stating the basis for the proposed failure to 5-9 renew. After service of written notice, the franchisee shall have 5-10 a reasonable period of time to cure the default, which in no event 5-11 shall be less than 60 days. If the franchisee's default can not 5-12 reasonably be cured in 60 days, the franchisee must demonstrate 5-13 substantial and continuing action toward cure of the default in 5-14 order to avoid the failure to renew. 5-15 (d) Notwithstanding Subsection (b) of this section, a 5-16 franchisor may terminate a franchise on written notice and without 5-17 giving the franchisee an opportunity to cure if any of the 5-18 following apply: 5-19 (1) the franchisee or the business to which the 5-20 franchise relates is declared bankrupt or is judicially determined 5-21 to be insolvent; 5-22 (2) the franchisee voluntarily abandons the franchise 5-23 by failing to operate the business for five consecutive business 5-24 days during which the franchisee is required to operate the 5-25 business under the terms of the franchise, or any shorter period 5-26 after which it is not unreasonable under the facts and 5-27 circumstances for the franchisor to conclude that the franchisee 5-28 does not intend to continue to operate the franchise, unless the 5-29 failure to operate is due to circumstances beyond the control of 5-30 the franchisee; 5-31 (3) the franchisor and franchisee agree in writing to 5-32 terminate the franchise; 5-33 (4) the franchisee knowingly makes any material 5-34 misrepresentations or knowingly omits to state any material facts 5-35 relating to the acquisition or ownership or operation of the 5-36 franchised business; 5-37 (5) the franchisee wilfully fails to comply with the 5-38 same material provision of a franchise agreement three separate 5-39 times within a 12-month period, when the enforcement of the 5-40 material provision by the franchisor is not arbitrary or capricious 5-41 when compared to actions of the franchisor in other similar 5-42 circumstances; 5-43 (6) the franchised business or business premises of 5-44 the franchisee are lawfully seized, taken over, or foreclosed by a 5-45 government authority or official; 5-46 (7) the franchisee is convicted of a felony or any 5-47 other criminal misconduct which materially and adversely affects 5-48 the operation, maintenance, or goodwill of the franchise in the 5-49 relevant market; or 5-50 (8) the franchisee operates the franchised business in 5-51 a manner that imminently endangers the public health and safety and 5-52 fails to rectify the basis of the endangerment within 24 hours of 5-53 notice from the franchisor specifying the hazard to be corrected. 5-54 Sec. 20.08. ENCROACHMENT. A franchisor shall not establish 5-55 a new point of sale of goods or services identified by the same 5-56 name, brand, or advertising used by a franchisee in such proximity 5-57 to the franchised business that the new point of sale causes a 5-58 reduction in gross sales of the franchised business of eight 5-59 percent or more in any month during the first 24 consecutive months 5-60 after the new point of sale opens for business. If a new point of 5-61 sale causes a reduction in sales by the franchised outlet of eight 5-62 percent or more, the franchisor shall: 5-63 (1) close the new point of sale; 5-64 (2) change the location or manner of operation of the 5-65 new point of sale to mitigate its impact on the franchised business 5-66 to diminish the diversion of sales to less than eight percent for 5-67 each month during the first 24 consecutive months; or 5-68 (3) compensate the franchisee for lost sales caused by 5-69 the new point of sale in an amount equal to the loss of sales in 5-70 excess of eight percent for each month during the first 24 6-1 consecutive months the new point of sale is open for business. 6-2 Sec. 20.09. SOURCES OF SUPPLIES AND SERVICES. (a) Except 6-3 as provided by Subsection (b) of this section, a franchisee may 6-4 obtain equipment, fixtures, supplies, and services used in the 6-5 establishment and operation of the franchised business from sources 6-6 of the franchisee's choosing if the goods and services meet 6-7 reasonable standards adopted by the franchisor concerning the 6-8 nature and quality of the goods and services. 6-9 (b) Subsection (a) of this section does not apply to 6-10 reasonable quantities of inventory goods or services, including 6-11 display and sample items, that the franchisor requires the 6-12 franchisee to obtain from the franchisor or its affiliate, if the 6-13 goods or services are a central feature of the franchised business 6-14 and are: 6-15 (1) actually manufactured or produced by the 6-16 franchisor or its affiliate; or 6-17 (2) manufactured solely for the account of the 6-18 franchisor or its affiliate and incorporate a trade secret owned by 6-19 the franchisor or its affiliate. 6-20 Sec. 20.10. RIGHT OF FREE ASSOCIATION; CRIMINAL OFFENSE; 6-21 PENALTY. (a) A franchisor commits an offense if the franchisor: 6-22 (1) restricts or inhibits or attempts to restrict or 6-23 inhibit, directly or indirectly, the right of a franchisee to seek 6-24 legislative redress or to associate freely with other franchisees 6-25 for any lawful purpose; or 6-26 (2) retaliates against a franchisee for seeking 6-27 legislative redress or participating in a trade association for a 6-28 lawful purpose. 6-29 (b) An offense under this section is a Class A misdemeanor. 6-30 Sec. 20.11. COVENANTS NOT TO COMPETE. (a) Notwithstanding 6-31 Subchapter E, Chapter 15, of this code, a franchisor may not 6-32 prohibit a franchisee from engaging in any lawful business at any 6-33 location after termination or expiration of a franchise, under an 6-34 expired franchise or any other contract, unless 10 or more days 6-35 before the effective date of the termination or expiration the 6-36 franchisor offers in writing to purchase the franchised business 6-37 for its fair market value as a going concern without regard to 6-38 termination or expiration. The offer may be conditioned on 6-39 ascertainment of fair market value by an impartial appraiser. 6-40 (b) This section does not prohibit enforcement of a 6-41 provision of a franchise obligating a franchisee after termination 6-42 or expiration of the franchise to: 6-43 (1) alter the appearance of the premises and the 6-44 manner of operation of the franchised business to avoid the 6-45 likelihood of confusion as to the affiliation of the business with 6-46 its former franchisor or the origin of goods or services it offers; 6-47 or 6-48 (2) refrain from using a trade secret of the 6-49 franchisor or its affiliate. 6-50 Sec. 20.12. PRICING COERCION. A franchisor may not fix or 6-51 maintain the price at which a franchisee may sell goods or services 6-52 under the franchise, nor may a franchisor coerce a franchisee into 6-53 selling goods or services under the franchise at a certain price. 6-54 Sec. 20.13. CHOICE OF LAW. The law of this state applies in 6-55 all actions and proceedings concerning a franchise for which the 6-56 franchisee's business is located in this state. 6-57 Sec. 20.14. JUDICIAL REMEDIES. (a) If a franchisor or 6-58 franchisee violates this chapter and the matter is not submitted to 6-59 arbitration, the aggrieved party may maintain a civil action in a 6-60 court in the county in which the franchisee's franchised outlet is 6-61 located. If the franchisee has outlets in more than one county, 6-62 the action must be brought in a county in which an outlet relating 6-63 to the violation or disagreement is located. 6-64 (b) In an action under Subsection (a) of this section, the 6-65 court may grant any relief the court determines necessary or 6-66 appropriate considering the purposes of this chapter, including 6-67 specific performance. 6-68 (c) The prevailing party in an action under Subsection (a) 6-69 of this section is entitled to actual damages, which may include 6-70 the value of the franchisee's business as determined by an 7-1 independent appraiser, reasonable attorney fees, and court costs. 7-2 Sec. 20.15. REMEDY FOR FRANCHISOR'S FAILURE TO COMPLY WITH 7-3 FEDERAL TRADE COMMISSION DISCLOSURE REQUIREMENTS. A franchisee or 7-4 prospective franchisee who is injured as a consequence of a 7-5 franchisor's failure to comply with the requirements of the United 7-6 States Federal Trade Commission trade regulation rule entitled 7-7 "Disclosure Requirements and Prohibitions Concerning Franchising 7-8 and Business Opportunity Ventures" (16 C.F.R. Part 436), as now 7-9 established or hereafter amended, may bring an action for damages, 7-10 or other appropriate relief, together with costs and attorney fees. 7-11 SECTION 2. This Act applies to a franchise, as defined by 7-12 Section 20.02, Business & Commerce Code, as added by this Act, for 7-13 a fast food restaurant that is entered into, renewed, amended, or 7-14 replaced before, on, or after the effective date of this Act, but 7-15 this Act does not apply to acts, omissions, or transactions 7-16 concluded before the effective date of this Act. 7-17 SECTION 3. The importance of this legislation and the 7-18 crowded condition of the calendars in both houses create an 7-19 emergency and an imperative public necessity that the 7-20 constitutional rule requiring bills to be read on three several 7-21 days in each house be suspended, and this rule is hereby suspended, 7-22 and that this Act take effect and be in force from and after its 7-23 passage, and it is so enacted. 7-24 * * * * * 7-25 Austin, 7-26 Texas 7-27 February 3, 1993 7-28 Hon. Bob Bullock 7-29 President of the Senate 7-30 Sir: 7-31 We, your Committee on Economic Development to which was referred 7-32 S.B. No. 195, have had the same under consideration, and I am 7-33 instructed to report it back to the Senate with the recommendation 7-34 that it do pass and be printed. 7-35 Parker, 7-36 Chairman 7-37 * * * * * 7-38 WITNESSES 7-39 FOR AGAINST ON 7-40 ___________________________________________________________________ 7-41 Name: Andrew Selden x 7-42 Representing: Taco Bell Franchisees 7-43 City: Minneapolis, MN 7-44 ------------------------------------------------------------------- 7-45 Name: Valentine Hahn x 7-46 Representing: Hahn Enterprises 7-47 City: El Paso, TX 7-48 ------------------------------------------------------------------- 7-49 Name: Gary Salomon x 7-50 Representing: American Fastsigns & TCRF 7-51 City: Dallas, TX 7-52 ------------------------------------------------------------------- 7-53 Name: Joyce Mazero x 7-54 Representing: TX Coalition for Resp. 7-55 Franch 7-56 City: Dallas, TX 7-57 ------------------------------------------------------------------- 7-58 Name: Larry Durrett x 7-59 Representing: Self 7-60 City: Jacksonville 7-61 ------------------------------------------------------------------- 7-62 Name: Steve Simmons x 7-63 Representing: Jason's Deli 7-64 City: Beaumont 7-65 ------------------------------------------------------------------- 7-66 Name: Ron Bellamy x 7-67 Representing: Self 7-68 City: Wichita Falls 7-69 ------------------------------------------------------------------- 7-70 Name: Patrick Flanagan x 8-1 Representing: Taco Bell, Inc. 8-2 City: California 8-3 ------------------------------------------------------------------- 8-4 FOR AGAINST ON 8-5 ___________________________________________________________________ 8-6 Name: Stephen Hammerstein x 8-7 Representing: Kwik Kopy Corp. 8-8 City: Houston, TX 8-9 ------------------------------------------------------------------- 8-10 Name: Fred Ahle x 8-11 Representing: Kwik Kopy 8-12 City: Longview 8-13 ------------------------------------------------------------------- 8-14 Name: Robert Enochs x 8-15 Representing: Kwik Kopy 8-16 City: Austin 8-17 ------------------------------------------------------------------- 8-18 Name: Jeff Rogers x 8-19 Representing: Pizza Inn, Inc. 8-20 City: Dallas 8-21 ------------------------------------------------------------------- 8-22 Name: J. Michael Jenkins x 8-23 Representing: El Chico Rest., Inc. 8-24 City: Dallas 8-25 ------------------------------------------------------------------- 8-26 Name: James Amos x 8-27 Representing: Brice Foods, Inc. 8-28 City: Plano 8-29 ------------------------------------------------------------------- 8-30 Name: Fred Addington x 8-31 Representing: I Can't Believe Its Yogurt 8-32 City: Dallas 8-33 ------------------------------------------------------------------- 8-34 Name: David Short x 8-35 Representing: Roma Corp. 8-36 City: Dallas 8-37 ------------------------------------------------------------------- 8-38 Name: Victor Erwin x 8-39 Representing: Golden Fried Chicken 8-40 City: Dallas 8-41 ------------------------------------------------------------------- 8-42 Name: Kelly Arnold x 8-43 Representing: Schlotzsky's 8-44 City: Austin 8-45 ------------------------------------------------------------------- 8-46 Name: J. Paul Langton x 8-47 Representing: Biz Pro Mgt. Consult 8-48 City: Pearland 8-49 ------------------------------------------------------------------- 8-50 Name: Duane Thompson x 8-51 Representing: International Franchise 8-52 Assn. 8-53 City: Washington, D.C. 8-54 ------------------------------------------------------------------- 8-55 Name: Joe Compian x 8-56 Representing: Remax of TX 8-57 City: Sugarland 8-58 ------------------------------------------------------------------- 8-59 Name: Ben Litalien x 8-60 Representing: International Flying Colors 8-61 City: Houston 8-62 ------------------------------------------------------------------- 8-63 Name: Ken McGruder x 8-64 Representing: K Mac Ent. 8-65 City: Texarkana 8-66 ------------------------------------------------------------------- 8-67 Name: Dick Upshaw x 8-68 Representing: Up Enterprise 8-69 City: Tyler 8-70 ------------------------------------------------------------------- 9-1 Name: Joe Upshaw x 9-2 Representing: Up Enterprises 9-3 City: Whitehouse 9-4 ------------------------------------------------------------------- 9-5 FOR AGAINST ON 9-6 ___________________________________________________________________ 9-7 Name: Richard Breakie x 9-8 Representing: Self 9-9 City: San Antonio 9-10 ------------------------------------------------------------------- 9-11 Name: Larry Hahn x 9-12 Representing: Self 9-13 City: El Paso 9-14 ------------------------------------------------------------------- 9-15 Name: Walter Campbell x 9-16 Representing: Self 9-17 City: Mansfield 9-18 ------------------------------------------------------------------- 9-19 Name: David Ohre x 9-20 Representing: Self 9-21 City: Abilene 9-22 ------------------------------------------------------------------- 9-23 Name: Jon Dyer x 9-24 Representing: K Mac Ent. 9-25 City: Mt. Pleasant 9-26 ------------------------------------------------------------------- 9-27 Name: Jeffery Lawlor x 9-28 Representing: McDonalds 9-29 City: Austin 9-30 ------------------------------------------------------------------- 9-31 Name: Michael Donahue x 9-32 Representing: McDonalds 9-33 City: Oak Brook, IL. 9-34 -------------------------------------------------------------------