Exhibit 3.12

CERTIFICATE OF FORMATION

OF

RT NEW YORK FRANCHISE, LLC

The undersigned. an authorized natural] person, for the purpose of forming a limited liability company, under the provisions and. subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, Section 18-201 of the Delaware Limited Liability Company Act and the acts amendatory thereof and supplemental thereto) hereby certifies that:

FIRST: The name of the limited liability company is RT New York Franchise, LLC (hereinafter referred to as the “Limited Liability Company”).

SECOND: The address of the registered office and the name and address of the registered agent of the Limited Liability Company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company. 1209 Orange Street, Wilmington, Delaware 19801.

Executed as of the 28^th of July, 1999.

/s/ Thomas R. McNeill

Thomas R. McNeill, Authorized Person