What is the significance of 'QOZB' in the context of the lawsuit described in the Zoomin Groomin FDD?
Zoomin_Groomin Franchise · 2025 FDDAnswer from 2025 FDD Document
Ira Lubert and John Martinson v. John T. Hewitt, ATAX, LLC, and Loyalty, LLC (Case No 250503829) filed May 30, 2025, in the Court of Common Pleas of Philadelphia County, Pennsylvania. The Plaintiffs are investors in ATAX, LLC, and claim that they were solicited to invest in ATAX as a qualified opportunity zone business (QOZB), yet it did not qualify as a QOZB. Further, Plaintiffs claim that, as a result of the non-QOZB status, the defendants promised certain changes, some of which defendants have not made, specifically an amendment to ATAX's Operating Agreement and certain financial controls. The Plaintiffs also allege that Hewitt, with the assistance of certain Loyalty employees, made cash withdrawals from ATAX and paid those funds to himself, to Loyalty, and to other Loyalty brand companies without ATAX Board approval. The Plaintiffs sue for (1) Fraud Against Defendant Hewitt, (2) Aiding and Abetting Fraud (Against Defendant Loyalty), (3) Breach of Fiduciary Duty (Against Defendants Hewitt and Loyalty), (4) Conversion (Against Defendants Hewitt and Loyalty), (5) Breach of Contract (Against Defendants Hewitt, Loyalty, and ATAX), (6) Unjust Enrichment (Against Defendants Hewitt and Loyalty), (7) Breach of Virginia Stock Corporation Act (Against Defendants Hewitt and Loyalty), and (8) Violation of Pennsylvania Voidable Transfers Act (Against Defendants Hewitt and Loyalty). Plaintiffs seek a judgment, an order rescinding their investments, redemption of their ownership interests at a fair value, monetary damages in an amount to be determined at trial, fees, and interest. Defendants offered to buy out the Plaintiffs' investments for a profit that would be beneficial to Plaintiffs. Defendants intend to file an Answer generally denying the allegations and vigorously contesting the claims made. No trial date has been set.
Source: Item 3 — LITIGATION (FDD pages 11–16)
What This Means (2025 FDD)
According to Zoomin Groomin's 2025 Franchise Disclosure Document, "QOZB" stands for qualified opportunity zone business. The term appears in the context of a pending lawsuit, Ira Lubert and John Martinson v. John T. Hewitt, ATAX, LLC, and Loyalty, LLC, filed on May 30, 2025. The plaintiffs in this case allege they were solicited to invest in ATAX as a QOZB, but that ATAX did not actually qualify for this status.
The lawsuit claims that because ATAX did not qualify as a QOZB, the defendants promised certain changes, including an amendment to ATAX's Operating Agreement and specific financial controls, which were not fully implemented. The plaintiffs further allege that John Hewitt, along with Loyalty employees, made unauthorized cash withdrawals from ATAX, using these funds for his own benefit, Loyalty, and other Loyalty brand companies without the required ATAX Board approval.
The plaintiffs are suing for multiple claims including fraud, breach of fiduciary duty, breach of contract, and violation of the Pennsylvania Voidable Transfers Act. They are seeking a judgment, rescission of their investments, redemption of their ownership interests at fair value, monetary damages, fees, and interest. The defendants have offered to buy out the plaintiffs' investments for a profit and intend to deny the allegations and contest the claims. The case is currently pending, and no trial date has been set. This lawsuit is relevant to prospective Zoomin Groomin franchisees because John Hewitt is the Chief Executive Officer and Chairman of Loyalty.