Thomas klutz obtained a franchise from kahala franchise corp. to operate a samurai sam's restaurant. under their agreement, klutz could transfer the franchise only if he obtained kahala's approval and paid a transfer fee. without telling kahala, klutz sold the restaurant to william thorbecke. thorbecke signed a note for the price. when kahala learned of the deal, the franchisor told thorbecke to stop using the samurai sam's name. thorbecke stopped paying on the note, and klutz filed a claim for the unpaid amount. in defense, thorbecke asserted breach of contract and fraud. are these defenses effective against klutz?