Item 3 and I Heart Mac and Cheese’s 2017 fdd
The first material case is Broward County Case No. CASE16010241 (Alternative Constructors vs. I Heart Mac and Cheese, LLC and Michael Blum) filed on June 4, 2016. In short, Chef Michael Blum contracted with Alternative Constructors in November 2015 to build out the flagship I Heart Mac and Cheese restaurant in Fort Lauderdale. The restaurant was allegedly completed by March 15, 2016 and opened around that time. But just weeks later, on April 30, 2016, Blum allegedly announced he would not pay the remaining balance, an intentional breach of contract. The contractor filed a lien, followed by a lawsuit.
Who represented I Heart Mac and Cheese, LLC and Michael Blum in this case? Gary Phillips and Meredith Silver of Phillips, Cantor, Shalek, RUBIN, and Pfister, P.A. Remember that name—RUBIN—it’ll come up again. As will Gary Phillips and Meredith Silver as I continue this story.
Before we go further, I should note: this case was settled in December 2016 and the court dismissed it in March 2018.
Now, if you’ve read our Item 1 Reality Report, you’ll recall that all parents, predecessors, and affiliates of a franchise must be disclosed. Yet in the 2017 FDD for I Heart Mac and Cheese that I received on October 13, 2017, I Heart Mac and Cheese, LLC, the very entity that contracted for services, opened the flagship location, and was owned by Chef Michael Blum, was not disclosed at all. Not as a parent. Not as a predecessor. Not as an affiliate.
If a franchisee doesn’t even know an entity exists, how are they supposed to conduct due diligence on it?
They can’t. And I can’t help but think that’s by design.
Here’s what WAS disclosed in Item 1 of the 2017 FDD:
“The original I Heart Mac & Cheese restaurant was founded in June of 2015 and opened for business in May 2016 by Chef Michael Blum. The I Heart Mac and Cheese restaurant concept and flagship location was purchased by Mac and Cheese FLL in June 2016.”
Let’s unpack that.
Mac and Cheese FLL, LLC was registered June 1, 2016.
Alternative Constructors filed their complaint on June 4, 2016.
A tight timeline. Coincidental? Or a rushed transfer of assets to shield them from litigation?
To complicate matters further, Stephen Giordanella, the man who would later position himself as CEO, was not originally listed as a manager of Mac and Cheese FLL, LLC. He was only added later, on November 29, 2017.
Let’s now take a look at the Sunbiz record for I Heart Mac and Cheese, LLC as of June 25, 2015. Who was the registered agent?
Marci RUBIN. There’s that name again.
Let’s be clear: Chef Blum’s inability to pay a contractor on his very first store suggests more than a one-time issue. It signals a broken model, one with high costs and low returns. That’s not a business worth replicating through franchising. But then came Stephen Giordanella, the so-called money man, ready to "save" the concept. Which brings us to another lawsuit you won’t find disclosed in the 2017 FDD.
Introducing: Broward County Case No. CONO17002302 (Southport Retail vs. I Heart Mac and Cheese, LLC), filed March 14, 2017.
This was an eviction case, for the very same flagship location, due to tens of thousands of dollars in unpaid rent.
That’s not just poor cash flow. That’s business failure.
Chef Blum had signed the lease on September 23, 2015, on behalf of I Heart Mac and Cheese, LLC, with his mother as guarantor. Blum needed mama to guarantee his businesses due to his previous (multiple) restaurant failures (not disclosed in the 2017 FDD either, are you sensing a pattern here?) And although the 2017 FDD claimed that Mac and Cheese FLL, LLC bought the flagship location in June 2016, Southport didn’t file the eviction against the new entity.
Why?
Because the lease wasn’t officially the responsibility of Mac and Cheese FLL, LLC until August 1, 2017. We only learn this in the records from the second eviction in 2019. Mac and Cheese FLL, LLC wasn’t responsible for the rent until it signed the lease agreement. Or the Temporary License Agreement. More on that below.
And in this first eviction? No attorney ever filed a notice of appearance on behalf of I Heart Mac and Cheese, LLC. The defendant didn’t respond. Didn’t appear. Ignored the entire case.
Undisclosed Eviction, Inherited Debt, and a Lease That Tells the Real Story
On or around February 2017, Marci A. Rubin, Esq., the registered agent for I Heart Mac and Cheese, LLC, was formally served with a 3-Day Notice via FedEx, demanding payment of overdue rent. Michael Blum, the Manager of the LLC, was also served at his mother Carol Blum’s residence in Hollywood, FL. A third service was delivered directly to the restaurant on February 17, 2017. All key parties had full knowledge that the flagship restaurant, barely one year old, was in the process of being evicted.
I Heart Mac and Cheese, LLC failed to respond to the eviction lawsuit. No attorney filed a notice of appearance, and no defense was presented. The court issued a default judgment, and on April 26, 2017, the landlord officially reclaimed possession of the premises. In typical commercial evictions, this means the landlord takes the keys, changes the locks, and retains all inventory, furniture, fixtures, and equipment (FF&E) left inside.
And yet, was the restaurant shuttered until the next lease was executed? According to the lease signed by Mac and Cheese FLL, LLC on August 1, 2017, probably not.
Per Exhibit F of that lease, the Rent Commencement Date was set as May 8, 2017, despite the lease not being executed until three months later. That date is only 12 days after the landlord regained possession of the premises.
The Lease Rider offers additional insight. Effective August 1, 2017, the new tenant (Mac and Cheese FLL, LLC) was granted the right to use all existing FF&E—furniture and equipment abandoned by the former tenant. Notably:
Ownership remained with the landlord, but the tenant could use the items at no additional cost.
The FF&E was leased "as-is", with no warranties.
The tenant had to maintain the FF&E, could not remove or sell it, and any replacement items would automatically become the property of the landlord.
Ownership could be transferred to the tenant only if the tenant paid off a defined debt (“Past Due Sum”) and remained in good standing.
A unique exception allowed the tenant to remove the beer tap system and return it to the landlord.
The tenant was required to pay all taxes on the FF&E and sign documents publicly confirming the landlord’s ownership.
This structure suggests the landlord avoided the cost of clearing out and re-leasing the space by simply transferring usage rights to a new tenant, who was, in many ways, a continuation of the old one.
That $71,121.76 debt? It wasn’t forgiven.
Mac and Cheese FLL, LLC agreed to take on that liability, paying at least $1,500 per month starting in the second lease year. The landlord agreed not to pursue legal action against Michael or Carol Blum (the original guarantors) as long as payments were made. Upon full payment, the Blums would be released from personal liability for that amount, but not for other indemnified obligations.
Let’s connect the dots:
I Heart Mac and Cheese, LLC defaults and is evicted.
Within two weeks, the space is reactivated under the guise of a new tenant negotiating a lease agreement while under a temporary license agreement.
That new tenant assumes the unpaid debt.
The franchise’s flagship location was never truly shut down.
And here’s where it gets even more concerning.
The lease was executed by Delia Valles, the sole listed Manager of Mac and Cheese FLL, LLC at the time. Today, the entity is managed by Mac and Cheese Franchise Group, LLC, with Stephen Giordanella and Delia Valles listed as Authorized Persons.
One of the lease witnesses? Marci Rubin, registered agent for I Heart Mac and Cheese, LLC.
The lease guarantor? Stephen Giordanella, whose signature was also witnessed by Marci Rubin and Delia Valles.
A Temporary Revocable License Agreement dated April 28, 2017 (two days after the eviction) was executed in favor of a new entity: SG Mac FLL, LLC, formed on June 1, 2016. That entity was never disclosed in the 2017 or any subsequent FDDs.
The license term began May 8, 2017 and lasted only two days, meant to give SG Mac FLL, LLC the right to operate while final lease terms were negotiated. The license was signed by Delia Valles and witnessed by Stephen Giordanella and Emilia Valles. SG Mac FLL, LLC was dissolved in September 2017 for failing to file its annual report.
This was a bailout. Michael Blum and his mother walked away from over $70k in debt (or maybe Michael worked it off over the next few years with a reduced salary to accommodate the amount being paid for the back rent), and Stephen Giordanella’s entities stepped in; absorbing debt, taking over the lease, and keeping the operation going just in time for my Discovery Day on September 1, 2017.
Coincidence? I doubt it.
And yet, none of this was disclosed in the 2017 Franchise Disclosure Document. Not the Alternative Constructors lawsuit. Not the 2017 eviction. Not the transfer of liabilities. Not the continued operation of the flagship store.
Item 1 of the FDD failed to list I Heart Mac and Cheese, LLC as a predecessor or affiliate. Item 2 omitted Michael Blum’s leadership of that entity. Item 3 failed to disclose litigation that was clearly material.
And who prepared the FDD? Marci Rubin, the same attorney who received the eviction notice, witnessed the lease, and stood at the center of both entities being protected by attorney-client privilege.
A licensed attorney, bound by oath to uphold the law, knowingly excluded material litigation from the FDD she authored. That is not a clerical error. That is a serious breach of legal ethics and it raises legitimate questions about disbarment. These questions also extend to the author of the 2018 FDD; Fisher Zucker, LLC as well as the author of the 2019, 2020, 2021, 2022, and 2023 FDD’s; Kevin Ayers. I will not comment on the 2024 or 2025 FDD since I have not seen them, but I bet the same errors, omissions, and misrepresentations exist.
And I was not the only victim.
Every I Heart Mac & Cheese FDD through 2023 omits key lawsuits and also fails to disclose the restaurant’s 2019 eviction. As a result, franchisees who signed agreements based on these incomplete disclosures were denied access to critical financial truths. Most notably, that the flagship location was suffering from such severe cash flow issues it defaulted on its lease not once, but twice.
Prospective franchisees couldn’t verify what they didn’t know. They couldn’t ask about lawsuits that were never disclosed. And they made life-changing financial decisions based on a false picture of a robust franchise opportunity.
Would I have signed if I knew the flagship store was being evicted for non-payment? Absolutely not.
Would I have flown to Fort Lauderdale on September 1, 2017 for a Discovery Day inside that very restaurant?
Never.
Today, out of 78 restaurants ever opened, there are only 16 I Heart Mac and Cheese restaurants open nationwide. Just one of those (Coral Springs, FL) appears to be owned by an affiliate of the franchisor. (EDIT 5/29/25: It was brought to my attention that on or about Mother’s Day 2025 the West Columbia I Heart Mac and Cheese has closed, bringing the total location count to 15. However, there is one location opening in WA June 2025 which will bring the total back up to 16) (EDIT 6/24/25: Ellisville, MO and Clayton, NC have now closed. Total locations open is 13, with WA now set to open in July.)
The flagship I Heart Mac & Cheese location in Fort Lauderdale? Permanently closed. So are the franchisor-run locations in Parkland, Jupiter, Pembroke Pines, Boca Raton, Patchogue, Athens, and Tallahassee. Even several franchised locations that were later acquired by the franchisor, presumably to stabilize the brand, have since shut down. Only Coral Springs remains. When the franchisor behind I Heart Mac & Cheese can’t keep its own locations open, and fails to disclose evictions or lawsuits in its FDDs, what does that say about its ability to support franchisees, or launch new concepts under different names?
These are the hard questions every prospective franchisee must ask before they sign a franchise agreement.
This information is based on publicly available documents, court filings, and the franchisor’s Franchise Disclosure Document (FDD). Interpretations, observations, and conclusions drawn herein represent the informed opinions of Franchise Reality Check™ and are intended to encourage deeper due diligence by prospective franchisees. This content should not be construed as legal, financial, or investment advice. Prospective investors should consult with a qualified franchise attorney and CPA before making any franchise purchase decisions.
