UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

__________________________________________ 

) 

NEXT STEP FRANCHISING, LLC, ) 

 a Delaware limited liability company, ) 

) 

Plaintiff, ) 

) 

v. ) 

) 

WTC PARTNERS, ) 

 an Illinois partnership, ) 

) 

Defendant. ) 

__________________________________________) 

COMPLAINT 

This is an action for breach of contract. Defendant has breached an option to 

assume lease agreement with Plaintiff by, among other things, failing to honor Plaintiff’s 

exercise of its option to assume the lease at issue. Accordingly, Plaintiff seeks an order, 

among other things, declaring that Defendant has breached the option to assume lease 

agreement, and specifically ordering Defendant to comply with its obligations under that 

agreement. Furthermore, Plaintiff seeks a declaration that the option to purchase the 

subject property, which is contained in the underlying lease, is valid and exercisable by 

Plaintiff upon its assumption of the lease. 

Parties 

1. Plaintiff Next Step Franchising LLC (“Next Step”), is a Delaware limited 

liability company with its principal place of business located at 962 Washington Street in 

Hanover, Massachusetts. Each of Next Step’s members is a citizen of the Commonwealth 

of Massachusetts. Next Step is engaged in the business of franchising independent 

Case No.:

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 1 of 8 PageID #:1
2

businesspersons to operate Lapels Dry Cleaning businesses throughout the United States. 

2. WTC Partners (“WTC”) is, upon information and belief, an Illinois 

general partnership with its principal place of business located at 827 Harlem Avenue in 

Glenview, Illinois. Upon information and belief, each of WTC’s partners is a citizen of 

the state of Illinois. WTC owns the real property located at 819 Ridge Road in Wilmette, 

Illinois (the “Ridge Road Store”). It leases the Ridge Road Store to Fahim Zuberi, who 

operates a franchised Lapels Dry Cleaning business from the location. 

Jurisdiction and Venue

3. This Court has jurisdiction pursuant to 28 U.S.C. § 1332(a). The amount 

in controversy exceeds $75,000, exclusive of interest and costs. 

4. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b). 

5. This Court has in personam jurisdiction over Defendant because it is a 

resident or citizen of this District, it conducts business in this District, or a substantial 

part of the events giving rise to these claims occurred in this District. 

Background Facts – The Lease and Next Step’s Option to Assume the Lease

6. Next Step is the franchisor of the Lapels Dry Cleaning franchise system. 

7. On April 12, 2018, WTC entered into a sixty-month Commercial Lease 

with Fahim Zuberi (the “Lease”), pursuant to which Zuberi leased the Ridge Road Store 

from WTC for the purpose of operating a franchised Lapels Dry Cleaning business. 

8. Under Section 25 of the Lease, Zuberi and WTC agreed that during the 

first 36 months of the Lease’s term, Zuberi, as the lessee, would have the “sole and 

exclusive right to purchase the [Ridge Road Store], for the price of Four Hundred Thirty 

($430,000.00) Thousand Dollars (the “Purchase Option”). 

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 2 of 8 PageID #:2
3

9. On October 5, 2018, WTC, Zuberi, and Next Step entered into an Option 

to Assume Lease, under which WTC agreed that Next Step would have the option to 

assume the Lease if Zuberi defaulted. 

10. Under Paragraph 2 the Option to Assume Lease, WTC agreed to give Next 

Step written notice, “by nationally recognized overnight courier,” of its termination of the 

Lease as a result of Zuberi’s default. 

11. Under Paragraph 3 of the Option to Assume Lease, upon receipt of that 

notice, Next Step has 30 days to notify WTC of its decision to assume the Lease. And the 

parties agreed that if Next Step exercises its right to assume the Lease, WTC must deliver 

possession of the Ridge Road Store to Next Step. Upon delivery, Next Step must 

immediately cure all of Zuberi’s monetary defaults under the Lease, and begin curing any 

nonmonetary defaults. Paragraph 3 further provides that upon exercising its right to 

assume the lease, Next Step will execute an agreement, in a form acceptable to WTC, 

pursuant to which Next Step agrees to assume all of Zuberi’s rights and obligations under 

the Lease, including the Purchase Option (under Paragraph 4, certain conditions were 

placed on the rights and obligations assumed by Next Step upon its exercise of the option, 

but they are irrelevant for present purposes). 

Background Facts – WTC’s Termination of the Lease and Breach of the Option to 

Assume Lease Agreement

12. On February 17, 2020, WTC sent Zuberi a Notice of Default notifying him 

that he was in default of the Lease for failing to pay money owed under the Lease. The 

Notice of Default Stated that if Zuberi failed to pay the amounts owed within ten days, 

his right to possession of the Ridge Road Store would be terminated. 

13. Acknowledging Next Step’s right to assume the Lease pursuant to the 

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 3 of 8 PageID #:3
4

Option to Assume Lease agreement, WTC copied Next Step on the Notice of Default. 

14. On or around April 30, 2020, WTC orally notified Zuberi that the Lease 

was terminated based on his default by failing to pay amounts owed; that it required him 

to vacate the Ridge Road Store by July 1, 2020; and that it would change the locks on the 

premises at the end of May if he had not started to vacate the premises. 

15. In a May 1, 2020 email from WTC’s counsel to Next Step, WTC took the 

position—albeit erroneous for the reasons described below—that Next Step had “elected 

not to pursue the right available to [it] under the option to assume lease agreement,” after 

receiving the February 17, 2020 Notice of Default. 

16. WTC never sent Next Step the written notice of Lease termination 

required by Paragraph 2 of the Option to Assume Lease to trigger Next Step’s 30-day 

window to exercise its option to assume the Lease. 

17. Still, after it became clear to Next Step that WTC intended to terminate the 

Lease, by letter dated May 13, 2020, Next Step notified WTC, in accordance with the 

Option to Assume Lease’s notification requirements, that it was exercising its option to 

assume the Lease. Next Step’s May 13 letter further demanded that WTC deliver 

possession of the Ridge Road Store to Next Step, and stated that Next Step was prepared 

to fulfill its obligations under the agreement to immediately cure Zuberi’s monetary 

defaults, begin curing his nonmonetary defaults, and execute an agreement, in a form 

acceptable to WTC, pursuant to which Next Step would assume all of Zuberi’s rights and 

obligations under the lease (subject to the exclusions provided for in the Option to 

Assume Lease). 

18. In addition, through the May 13 letter, Next Step notified WTC that, upon 

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 4 of 8 PageID #:4
5

assuming Zuberi’s rights and obligations under the Lease, as the new lessee, it would 

exercise the Purchase Option in the Lease. 

19. WTC, through its counsel, has informed Next Step that WTC has rejected 

Next Step’s exercise of its contractual right to assume the Lease and that WTC will not 

honor its contractual obligations under the Option to Assume Lease agreement. 

20. WTC has also taken the position that the Purchase Option was forfeited as 

of February 3, 2020, after Zuberi failed to make required payments under the option. The 

Purchase Option has not been forfeited. Among other things, WTC failed to provide 

Zuberi the cure period required under the Lease for any default, and, pursuant to the 

Option to Assume Lease, Next Step is entitled to assume the Purchase Option, along with 

Zuberi’s other rights and obligations under the Lease, and cure any related defaults. 

COUNT I 

(Breach of Contract) 

21. The allegations of paragraphs 1 through 20 are hereby incorporated by 

reference. 

22. The Option to Assume Lease is a valid, binding, and enforceable contract 

between Next Step and WTC. 

23. Next Step has complied with the terms of the Option to Assume Lease 

and/or is ready, willing, and able to perform its part of the contract. 

24. WTC has failed and refused to perform its part of the contract. The failure 

of WTC to send Next Step written notice of WTC’s termination of the Lease and WTC’s 

failure to honor Next Step’s exercise of its option to assume the lease, including by 

turning over possession of the Ridge Road Store to Next Step, constitute breaches of the 

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 5 of 8 PageID #:5
6

contractual obligations and agreements undertaken by WTC in the Option to Assume 

Lease. 

25. No adequate remedy at law exists for WTC’s breach. 

COUNT II 

(Declaratory Relief) 

26. The allegations of paragraphs 1 through 25 are hereby incorporated by 

reference. 

27. Next Step has informed WTC of its intention to immediately exercise the 

Purchase Option upon its assumption of the Lease. 

28. WTC has taken the position that the Purchase Option has been terminated 

and Next Step disputes that position. 

29. An actual, substantial, and immediate controversy exists over Next Step’s 

right to exercise the Purchase Option upon its assumption of the Lease pursuant to the 

Lease Option Agreement. 

30. Next Step is entitled to declaratory relief declaring that the Purchase 

Option has not been terminated and that Next Step is entitled to exercise that option upon 

its assumption of the Lease. 

Prayer for Relief

WHEREFORE, Plaintiffs pray that this Court: 

a. Enter an order declaring that WTC Partners’ conduct violated the terms of 

the Option to Assume Lease agreement; 

b. Enter an order declaring that Next Step has validly exercised its option, 

under the Option to Assume Lease agreement, to assume the Commercial Lease between 

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 6 of 8 PageID #:6
7

Fahim Zuberi and WTC Partners; 

c. Enter an order declaring that Next Step Franchising, LLC is entitled to 

execute an agreement, in a form acceptable to WTC Partners, pursuant to which Next 

Step Franchising, LLC, assumes all of Fahim Zuberi’s rights and obligations under the 

Commercial Lease, subject to any exceptions or conditions contained in the Option to 

Assume Lease agreement; 

d. Enter an order declaring that the Option to Purchase contained in the 

Commercial Lease has not been terminated, that Next Step Franchising, LLC is entitled 

to exercise that option upon its assumption of the Commercial Lease pursuant to the 

Option to Assume Lease agreement, and that any and all amounts paid by Fahim Zuberi 

to WTC Partners toward the purchase price of the Ridge Road Store, pursuant to the 

Option to Purchase, shall be applied to the purchase price of the property; 

e. Enter an order requiring WTC Partners to specifically perform its 

obligations under the Option to Assume Lease agreement, including delivering 

possession of the Ridge Road Store to Next Step and entering into an agreement with 

Next Step whereby Next Step assumes the rights and obligations of Zuberi, including the 

Option to Purchase, as set forth in Paragraphs 3 and 4 of the Option to Assume Lease 

agreement; 

f. Award Next Step judgment against WTC for any damages Next Step has 

incurred as a result of WTC’s actions; and 

g. Award Next Step such other relief as this Court may deem just and proper. 

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 7 of 8 PageID #:7
8

Respectfully submitted, 

/s/ Sara B. Oishi

Sara B. Oishi 

LATHROP GPM LLP 

155 N. Wacker Drive 

Chicago, Illinois 60606 

Telephone: (312) 920-3354 

 Sara.Oishi@Lathropgpm.com 

Robert L. Zisk 

Justin L. Sallis 

LATHROP GPM LLP 

600 New Hampshire Avenue, N.W. 

The Watergate—Suite 700 

Washington, D.C. 20037 

Telephone: (202) 295-2200 

 Robert.Zisk@Lathropgpm.com 

 Justin.Sallis@Lathropgpm.com 

Dated: May 18, 2020 Attorneys for Plaintiff

Case: 1:20-cv-02949 Document #: 1 Filed: 05/18/20 Page 8 of 8 PageID #:8