Franchise and Distribution Law

With a significant slant towards franchisors and distributors, the Franchise and Distribution Group serves as the sole legal counsel for many firms. Continually growing and enhancing a practice that commenced in 1989, the firm’s Franchise and Distribution Group is recognized as a national leader in franchise and distribution law.

Our attorneys counsel franchisors and franchisees at all stages of their development.  From advising on fraud and contractual disputes to post-termination dispute, we are equipped to handle all areas in franchise law.

In addition to offering counsel to franchisors in a variety of corporate matters, we also handle franchising litigation.  We have handled litigation for many franchisors in various legal issues, including antitrust, trademark infringement, noncompete enforcement, standards enforcement, underreporting of sales, encroachment, termination rights, and liquidated damages.

Below is a list of areas in which the Franchise and Distribution Group has significant experience and expertise:

  • Structuring franchise programs, including preparing franchise disclosure documents, complying with federal and state regulatory requirements, and registering the franchise offering with state regulatory authorities.
  • Drafting and negotiating franchise agreements, as well as preparing of area development agreements, subfranchising agreements, master franchise arrangements, and related joint ventures.
  • Structuring distribution programs/relationships that avoid federal and state franchise disclosure and business opportunity laws.
  • Ongoing compliance with applicable federal and state regulatory requirements.
  • Co-branding relationships.
  • Structuring in-house compliance programs and providing “hands-on” counseling to executives and franchise sales representatives.
  • Effective use of alternative dispute resolution methods.
  • Counseling with respect to alternative distribution channels and legal compliance related to such channels.
  • Advice and counsel with respect to transfer, renewal, and termination of franchises.
  • Advice with respect to electronic commerce issues and their effect on franchise companies.
  • Advice with respect to trademark availability, trademark registration, software protection, trade secret protection, enforcement of trademark rights, and litigation of trademark infringement disputes.
  • Reviewing advertising materials.
  • Advice with bankruptcy implications for financially-distressed franchisors, and advice to franchisors with respect to financially-distressed franchisees.
  • Advice with bankruptcy implications for financially-distressed franchisors, and advice to franchisors with respect to financially-distressed franchisees.
  • Input into and creation of earnings claims for incorporation into offering circulars, and advice on the advantages and disadvantages related to using earnings claims.
  • Negotiation and litigation disputes with franchisees, with a practical emphasis towards avoiding litigation if possible.
  • Foreign country expansion through a variety of structures.
  • Advising franchise companies on supplier relations including exclusive arrangements and rebate programs.
  • Intellectual property licensing including software license agreements, website usage agreements, internet policy agreements and trademark and domain name license agreements.
  • Advice on acquiring or selling franchise or distribution companies.
  • Performing due diligence for acquirers of franchise or distribution companies.
  • Drafting real estate leases and subleases.
  • Addressing antitrust issues such as pricing, supplier rebates, and exclusive arrangements.
  • Advising on how to interact with franchisee associations.
  • Structuring additional product distribution channels to co-exist with existing franchise channel.
  • Dispute resolution in federal and state courts, arbitration proceedings and before administrative agencies throughout the United States.
  • Addressing claims made against clients, including breach of contract, fraud, trademark infringement, unreasonable denial of transfers, franchise disclosure compliance, implied covenant of good faith and fair dealing, RICO, and tortious interference.
  • Enforcing termination rights.
  • Advising companies expanding internationally as well as foreign companies seeking expansion to the United States.
  • Structuring international master franchise and area development relationships and distribution joint ventures.
  • Concentrated advice on trademarks, copyrights, patents, unfair competition, trade secrets and confidential information, trade dress, and computer software licensing.
  • Preparation of trademark, patents, and copyright applications and registration documents.

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