Business ProfileforRusso's New York Pizzeria Incorporated

3/23/2022- THE COMMISSIONER OF FINANCIAL PROTECTION AND INNOVATION, Complainant, v. NEW YORK PIZZERIA INCORPORATED

This Consent Order is entered into between the Commissioner of Financial Protection and
Innovation (Commissioner) and Respondent New York Pizzeria Incorporated (collectively,
Commissioner and Respondent are referred to herein as Parties) and is made with respect to the
following facts:
I.
RECITALS
A. The Commissioner is the head of the Department of Financial Protection and
Innovation (Department) and is responsible for administering and enforcing the Franchise Investment Law (FIL) (Corp. Code, § 31000 et seq.),1 and registering the offer and sale of franchises
in California. To register a franchise, a franchisor must file an application that includes a Franchise
Disclosure Document (FDD) with the Department for review, in accordance with sections 31111 and
31114. The FIL requires franchisors to disclose certain material information that is intended to
provide prospective franchisees with facts upon which to make an informed decision to purchase a
franchise, as stated in section 31001.
B. Respondent is a Texas corporation with a principal place of business located at 5120
Woodway Drive, Suite 8030, Houston, Texas 77056. Respondent offers franchises granting the
right to operate a full-service restaurant featuring New York-style pizza, Neapolitan Pizza, and other
Italian food and drink under the name “Russo’s New York Pizzeria Restaurant.”
C. On October 8 and 9, 2021, Respondent attended and offered franchises at “The
Franchise Show” at the Pasadena Convention Center in Pasadena, California as an exhibitor.
D. Respondent had previously been registered to offer and sell franchises in California
through April 20, 2021 and had filed an initial application for franchise registration with the
Department on September 10, 2021 (app-22221), which was not yet registered as of October 8 or 9,
2021. Respondent therefore did not have a valid registration or exemption to offer or sell franchises
in California at the time it attended The Franchise Show.
E. Pursuant to section 31110, it is unlawful for any person to offer or sell a franchise in
this state unless the offer has been registered with the Commissioner or is exempted.
F. The Commissioner finds that on October 8 and 9, 2021, Respondent offered
franchises at the “The Franchise Show” in California without being registered with the
Commissioner or exempted, in violation of section 31110.
G. NOW, THEREFORE, in consideration of the foregoing, and the terms and conditions
set forth herein, the Parties agree as follows:

TERMS AND CONDITIONS
1. Purpose. This Consent Order resolves the issues before the Commissioner,
described in the Recitals above, in a manner that avoids the expense of a hearing and other possible
court proceedings, protects consumers, is in the public interest, and is consistent with the purposes
and provisions of the applicable law.
2. Desist and Refrain Order. Pursuant to Corporations Code sections 31402 and 31406,
New York Pizzeria Incorporated is hereby ordered to desist and refrain from the violations set forth
herein, in violation of Corporations Code section 31110, and from any violations of the Franchise
Investment Law. The issuance of this order is necessary, in the public interest, for the protection of
investors, and is consistent with the purposes, policies, and provisions of the Franchise Investment
Law.
3. Penalties. Respondent shall pay an administrative penalty of $2,500.00 no later than
fifteen (15) days after the effective date of this Consent Order, as defined in paragraph 22 (Effective
Date). The penalty must be made payable in the form of a cashier’s check or Automated Clearing
House deposit to the Department of Financial Protection and Innovation and transmitted to the
attention of Accounting – Legal, at the Department of Financial Protection and Innovation, 2101
Arena Boulevard, Sacramento, California 95834. Notice of the payment must be concurrently sent
to Lulu Gomez via email at [email protected].
4. Pre-Effective Amendment to or Withdrawal of Pending Registration. Respondent
hereby agrees that it will, within fifteen (15) calendar days of the Effective Date, either file a pre-
effective amendment application to its pending registration application, app-22221, to disclose this
Consent Order in Item 3 or will submit a request to withdraw its pending registration application,
app-22221, and, if it so chooses, file a new initial application that discloses this Consent Order in
Item 3.
5. Waiver of Hearing Rights. Respondent acknowledges that the Commissioner is
ready, willing, and able to proceed with the filing of an administrative enforcement action on the
charges contained in this Consent Order. Respondent hereby waives the right to any hearings, and to any reconsideration, appeal, or other right to review which may be afforded pursuant to the FIL, the Administrative Procedure Act (APA), the Code of Civil Procedure (CCP), or any other provision of law. Respondent further expressly waives any requirement for the filing of any accusation pursuant
to Government Code section 11415.60, subdivision (b). By waiving such rights, Respondent
effectively consents to this Consent Order becoming final.
6. Failure to Comply with Consent Order. Respondent agrees that if it fails to comply
with the terms of this Consent Order, the Commissioner may, in addition to all other available
remedies it may invoke under the FIL, summarily suspend or revoke Respondent’s franchise
registration (if applicable) or deny Respondent’s FIL applications (if applicable), until Respondent
is in compliance. Respondent waives any notice and hearing rights to contest such summary
actions by the Commissioner, which may be afforded under the FIL, APA, CCP, or any other
provision of law.
7. Information Willfully Withheld or Misrepresented. This Consent Order may be
revoked, and the Commissioner may pursue any and all remedies available under law against
Respondent, if the Commissioner discovers that Respondent knowingly or willfully withheld or
misrepresented information used for and relied upon in this Consent Order.
8. Future Actions by Commissioner. If Respondent fails to comply with any terms of
the Consent Order, the Commissioner may institute proceedings for any and all violations otherwise
resolved by this Consent Order. The Commissioner reserves the right to bring any future actions
against Respondent, or any of its partners, owners, officers, shareholders, directors, employees, or
successors for any and all unknown violations of the FIL or any other law under the Commissioner’s
jurisdiction.
9. Assisting Other Agencies. Nothing in this Consent Order limits the Commissioner’s
ability to assist any other government agency (whether city, county, state, or federal) with any
administrative, civil, or criminal action brought by that agency against Respondent, or any other
person based upon any of the activities alleged in this matter or otherwise.

10. Headings. The headings to the paragraphs of this Consent Order are inserted for
convenience only and will not be deemed a part hereof or affect the construction or interpretation of
the provisions hereof.
11. Binding. This Consent Order is binding on all heirs, assigns, and/or successors in
interest.
12. Reliance. Each of the Parties represents, warrants, and agrees that in executing this
Consent Order, it has relied solely on the statements set forth herein and the advice of its own
counsel. Each of the Parties further represents, warrants, and agrees that in executing this Consent
Order, it has placed no reliance on any statement, representation, or promise of any other party, or
any other person or entity not expressly set forth herein, or upon the failure of any party or any
other person or entity to make any statement, representation, or disclosure of anything whatsoever.
The Parties have included this clause: (1) to preclude any claim that any party was in any way
fraudulently induced to execute this Consent Order; and (2) to preclude the introduction of parol
evidence to vary, interpret, supplement, or contradict the terms of this Consent Order.
13. Waiver, Amendments, and Modifications. No waiver, amendment, or modification
of this Consent Order will be valid or binding unless it is in writing and signed by each of the
Parties. The waiver of any provision of this Consent Order will not be deemed a waiver of any
other provision. No waiver by either Party of any breach of, or of compliance with, any condition
or provision of this Consent Order by the other Party will be considered a waiver of any other
condition or provision or of the same condition or provision at another time.
14. Full Integration. This Consent Order is the final written expression and the complete
and exclusive statement of all the agreements, conditions, promises, representations, and covenant
between the Parties with respect to the subject matter hereof, and supersedes all prior or
contemporaneous agreements, negotiations, representations, understandings, and discussions
between and among the Parties, their respective representatives, and any other person or entity with
respect to the subject matter covered hereby.
15. Governing Law. This Consent Order will be governed by and construed in
accordance with California law. Each of the Parties hereto consents to the jurisdiction of such court, and hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in such court.
16. Counterparts. This Consent Order may be executed in one or more separate
counterparts, each of which when so executed, shall be deemed an original. Such counterparts shall
together constitute a single document.
17. Effect Upon Future Proceedings. If Respondent applies for any license, registration,
permit, or qualification under the Commissioner’s current or future jurisdiction, or is the subject of
any future action by the Commissioner to enforce this Consent Order, then the subject matter hereof
shall be admitted for the purpose of such application(s) or enforcement proceeding(s).
18. Voluntary Order. Respondent enters into this Consent Order voluntarily and without
coercion and acknowledges that no promises, threats, or assurances have been made by the
Commissioner or any officer, or agent thereof, about this Consent Order. The Parties each
represent and acknowledge that he, she, or it is executing this Consent Order completely voluntarily
and without any duress or undue influence of any kind from any source.
19. Notice. Any notice required under this Consent Order shall be provided to each
party at the following addresses:
To Respondent: Michael T. Scanzello
Spadea Lignana
232 N. 2nd Street
Philadelphia, PA 19106
[email protected]
To the Commissioner: Lulu Gomez, Senior Counsel
Department of Financial Protection and Innovation
320 W. 4th St., Ste. 750
Los Angeles, CA 90013
[email protected]
20. Signatures. A fax, scanned, or electronic signature shall be deemed the same as an
original signature.
21. Public Record. Respondent hereby acknowledges that this Consent Order is and will
be a matter of public record 2. Effective Date. This Consent Order shall become final and effective when signed by
all Parties and delivered by the Commissioner’s agent via e-mail to Respondent’s agent, Michael T.
Scanzello at [email protected].
23. Authority to Sign. Each signatory hereto covenants that he/she possesses all
necessary capacity and authority to sign and enter into this Consent Order and undertake the
obligations set forth herein.