Tsk, Tsk, Tasca

Charles Clark: Did he walk away from long-term riches because of a short-term salary dispute?
Deron Neblett

At the peak of his career, Samuel Goldwyn, the first of the great Hollywood movie moguls, employed a publicist whose job it was to coin memorable phrases in fractured English. Phrases meeting with Goldwyn's approval would then be planted by the publicist in various gossip columns, as having been uttered extempore by the great man himself. One of the most popular is still in circulation, "An oral agreement isn't worth the paper it's printed on."

The truth of the observation no doubt has contributed to its longevity. A current example involves recent events at the popular Tasca Kitchen and Wine Bar [908 Congress, (713)225-9100]. Two of the three founders, executive chef Charles Clark and restaurant manager Grant Cooper, recently left the operation in a dispute with Rasheed Refaey, the business manager and president of Tasca Ventures. What had seemed to any number of customers, journalists and even investors in the operation as a partnership made in heaven foundered over equity and compensation issues that were discussed but never put in writing.

The Tasca story has qualities that make anyone familiar with it want to cheer on the main participants. Several reviews have mentioned that Refaey and Clark met while working their way through University of Houston by waiting tables at the Post Oak Grill. Clark, a Louisiana native, was studying to be a chef at the Conrad N. Hilton College of Hotel and Restaurant Management. Refaey, a native son of Houston, was in the first graduating class of UH's new Center for Entrepreneurship and Innovation. (Incidentally, at UH Refaey was noticed favorably by the founder of the entrepreneurship degree program, executive professor William Sherrill. A Harvard MBA who served on the board of governors of the Federal Reserve Bank, Sherrill signed on as one of two members of the board of managers of Tasca Ventures and is an investor in the enterprise.) In their off moments at the Post Oak Grill, Clark and Refaey discussed opening their own restaurant. Among a certain subset of American society, discussing opening one's own restaurant vies in popularity as dinner-party conversation with making one's own indie motion picture -- but they actually, really, truly did it.

To make a good story better, the restaurant they opened was both good and quickly popular. The location, a 19th-century building off Market Square, had stood vacant for most of the preceding decade. The Tasca team not only preserved a historic building, they decorated it tastefully. Cheers from the preservationists! The idea of a tapas bar itself put Houston in step with a cutting-edge restaurant trend in the United States, a change from the city's usual tradition of embracing a trend five or ten years after its death in Los Angeles or New York City. Cheers from the oft-suffering foodies! The entrepreneurship degree program produces a winner in its first graduating class. Cheers from businesspeople and educators!

At an early point in their talks, Clark suggested to Refaey that they bring in a third person, Cooper, to be the proposed restaurant's manager. The business plan -- with a February 18, 1998, date -- lists Cooper as a member of the three-man "management team." Clark recalls that "[Cooper and I] thought we were all three owners, 33 percent each." Then, according to Clark, "Two, three weeks before we opened, Rasheed was given 55 percent in the contract, with 35 percent for me, and 10 percent left over." This contract was never signed and executed, and Clark says he never got around to consulting with an attorney during the entire time he was the executive chef.

As Clark remembers it, "Rasheed didn't know what a tapa was. We had to take him up to Dallas to a little place called Café MadridŠ.I moved to Spain July 1 [1997]. In December Rasheed called me to tell me to get back from Spain because he had $300,000 raisedŠ.[Tasca] opened in June of '98." Clark also takes credit for other aspects of the restaurant, saying, "I picked the dishes, the glassware, the menu items, the music -- Chet Baker." He adds, "Grant came up with the name."

A meeting with Refaey at his attorney's office some time after the restaurant's opening didn't resolve the equity issue; Clark walked away without signing the contract. Finally, on February 28, at a meeting at Biba's One's A Meal on Memorial Drive, Clark presented his demands to Refaey and others involved in the partnership, asking for a $50,000 annual salary, plus equity in the company. The business side, Refaey says, countered with an offer of equity in the enterprise in return for a lower-than-normal salary for an executive chef; Clark rejected the offer.

The business aspects of the venture were always handled by Refaey, who says, "They don't place any value on anything I did before the restaurant opened. I wrote the business plan. It took me a year and a half to put it together, one and a half years of sunk costs. I wrote Clark and Cooper's résumés for themŠ.My name is on the [SBA] loan, on the lease. I have my name on 36 investor's agreementsŠ.[Clark] has nothing at risk. It's a luxury to be able to walk away. I can't."

Currently Clark and Cooper are working for Restaurant Specialty Group, the Houston parent company of such eateries as the Mason Jar, Birraporetti's and Hofbrau Steaks. Refaey is working on expanding the Tasca concept to Dallas, San Antonio and Austin, as well as adding a new line of restaurants called the Red Cat Café. He says, "We're about to make the play for a public offering." Refaey has no plans to replace Clark.

Several of the people involved in the Tasca enterprise seem more wistful than angry about the split. Dale Toney, an investor with a 1 percent interest in the limited partnership who helped Sherrill start up the entrepreneurship program at UH, says he was surprised and saddened by the breakup.

Toney recalls, "Last February 14 was a Sunday. Tasca is closed on Sundays, but all three of them [Refaey, Clark and Cooper] opened the restaurant up just for my wife and I. Charles cooked a fantastic five-course meal, Grant served it, and Rasheed came byŠ.They're all three great guys."

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