Complaint Against All Defendants by Frank Malik, 34 Franchise Group LLC, Fazil Malik, Noordin Jhaver. Certificate of Interested Parties Is Due by 4/9/2026. Proof of Service Is Due by 6/28/2026. (Attachments: # 1 Civil Cover Sheet, # 2 Summons, # 3 Summons, # 4 Summons, # 5 Summons, # 6 Summons) (Liebman, Joseph) Notice of Certificate of Interested Parties Requirement: Under Local Rule 7.1-1, a Party Must Immediately File Its Disclosure Statement with Its First Appearance, Pleading, Petition, Motion, Response, or Other Request Addressed to the Court

1.

This is an action for damages arising from Defendants’ well-orchestrated, fraudulent

scheme to induce Plaintiffs to join the “Big Chicken” franchise system (“Big Chicken”) and commit to investing millions of dollars to develop fifty (50) “Big Chicken” restaurant franchises in the State of Texas.

2.

As set forth more fully below, Defendants affirmatively misrepresented several

material aspects of the Big Chicken franchise concept to Plaintiffs, which Plaintiffs later learned were complete fabrications.

3.

Specifically, in order to induce Plaintiffs into investing significant funds to develop

and acquire the rights to develop a series of Big Chicken restaurants in Texas, and develop franchise locations in furtherance of this endeavor, Defendants made knowingly false and misleading representations to Plaintiffs, regarding, among other things:

a.

Big Chicken’s food and labor costs;

b. The financial performance of existing corporate-owned Big Chicken restaurants; c.

The involvement of Shaquille O’Neal (“O’Neal”) in Big Chicken, and specifically that O’Neal, as the majority owner, was using his own money to develop and market the Big Chicken brand;

d. The involvement of Authentic Brands Group (“ABG”), one of the largest global

branding companies, and specifically that ABG would be heavily involved in directing the marketing and promotion of the Big Chicken brand and using O’Neal’s powerful brand and social media presence to massively market Big Chicken;

e.

That Big Chicken had complete equipment and furniture packages ready for ten restaurants, stored in a warehouse for immediate shipment; and

f.

Other related promises and misrepresentations.

4.

Upon information and belief, Defendants launched a country-wide campaign to

make the same or similar false representations to other potential Big Chicken franchisees and developers to induce them into investing millions of dollars into the Big Chicken franchise based upon the same or similar fabrications and omissions made to Plaintiffs, all in furtherance of Defendants’ scheme to extract large sums of money from investors based on the representation of a business that did not exist as represented.

5.

These material representations and omissions, both before and continuing well after

the execution of the agreements set forth below, were critical to Plaintiffs’ decision to proceed with developing Big Chicken restaurants.

6.

Accordingly, 34 Franchise Group seeks rescission of the following agreements,

which it was fraudulently induced to enter into by Defendants in connection with their attempted development of said Big Chicken franchises: the Development Agreement between BC Licensing and 34 Franchise Group, dated January 28, 2022 (the “Development Agreement”) and the license agreements executed pursuant thereto (the “License Agreements”) (collectively, the “Agreements”). Plaintiffs also seek damages and attorneys’ fees for Defendants’ unlawful conduct.

7.

This Court has diversity jurisdiction to grant the relief sought herein pursuant to 28

U.S.C. § 1332(a)(1) because there is complete diversity between Plaintiffs and Defendants and the amount in controversy exceeds $75,000.00.

8.

The Court has specific personal jurisdiction over Defendants because Defendants

purposefully availed themselves of the laws of the State of Nevada and protections of this forum through the Agreements.

9.

Venue is properly found in the District of Nevada pursuant to 28 U.S.C. §

1391(b)(2) in that a substantial part of the tortious and fraudulent conduct engaged in by Defendants occurred within this District.

10.

34 Franchise Group is a Texas limited liability company with a principal place of

business located in Houston, Texas.

11.

Fazil Malik is an individual of the age of majority and resides in the State of Texas.

Fazil Malik is an owner of 34 Franchise Group.

12.

Frank Malik is an individual of the age of majority and resides in the State of Texas.

Frank Malik is an owner of 34 Franchise Group.

13.

Noordin Jhaver is an individual of the age of majority and resides in the State of

Texas. Noordin Jhaver is an owner of 34 Franchise Group.

14.

Upon information and belief, BC Licensing is a Nevada limited liability company

with a principal place of business located at 10845 Griffith Peak Drive, Suite 520, Las Vegas, Nevada 89135.

15.

Upon information and belief, Halpern is an individual of the age of majority and

resides in the State of New Jersey. Halpern has served as the Chief Executive Officer of BC Licensing since May 2021.

16.

Upon information and belief, Silverman is an individual of the age of majority and

resides in the State of Nevada. Silverman is a co-founder of the Big Chicken restaurant concept and has served as Managing Partner of JRS Hospitality. Silverman signed the Agreements with 34 Franchise Group on behalf of BC Licensing.

17.

Upon information and belief, Stanovich is an individual of the age of majority and

resides in the State of Illinois. Stanovich has served as BC Licensing’s Senior Vice President of Franchise Leadership since June 2021.

18.

Upon information and belief, Cochran is an individual of the age of majority and

resides in the State of Nevada. Cochran is Director of Operations for the Big Chicken brand.

19.

The true names and capacities, whether individual, corporate, associate, or

otherwise, of the fictitious Defendants named as Does I-X and Roes I-X are unknown to Plaintiffs at this time. Upon information and belief, Plaintiffs allege that each such fictitious Defendant was in some way responsible for, participated in, or contributed to, or is otherwise legally responsible for the events and happenings alleged in this Complaint. If and when Plaintiffs ascertains the above, they will seek leave to amend this Complaint to assert the true names and capacities of the fictitious Defendants and to join them in these proceedings.

I.

The Origin of Big Chicken

20.

Big Chicken is a fast-casual restaurant concept, which opened its first company-

owned, non-franchised restaurant in 2018 in Las Vegas, Nevada.

21.

Big Chicken specializes in serving chicken breast sandwiches, along with various

fried and grilled chicken dishes, milk shakes, and other similar offerings.

22.

Since its inception, Big Chicken representatives—including Halpern, Silverman,

Stanovich and Cochran (collectively, “Individual Defendants”)—have repeatedly represented, both publicly and privately, that the Big Chicken concept is owned and operated by three key foundational partners: JRS Hospitality, ABG, and O’Neal.

23.

For example, on its website, Big Chicken repeatedly touts its affiliation with JRS

Hospitality, ABG, and O’Neal. Specifically, Big Chicken states in the “Franchise” section of its website that “[a]lthough we are an emerging chain, we are owned by giants[.]” https://www.bigchicken.com/franchise-information.

24.

Further, in the “About” section of its website, Big Chicken features a large picture of

O’Neal holding Big Chicken menu items and states that: “Founded in 2018, Big Chicken is backed by a dream team of partners; JRS Hospitality, an accomplished Las Vegas-based ownership group; Authentic Brands Group, a multi-national, multi-billion-dollar brand development, marketing and entertainment company; and Hall of Fame basketball star Shaquille O’Neal.” https://www.bigchicken.com/about.

II.

Big Chicken Franchising

25.

In or around August 2021, after establishing and operating two Big Chicken stand-

alone restaurants, Big Chicken announced the start of its franchise program.

26.

Upon information and belief, BC Licensing was formed to administer the Big

Chicken restaurant franchise program.