Franchise Services

Franchisors

Every attorney at FranchiseSmith is a franchise lawyer. We represent franchisors nationwide and internationally, including large national franchise systems and start-up franchise companies. We assist our franchisor clients by:

Structuring and drafting franchise agreements and legally required disclosure materials;
Complying with state and federal franchise and business opportunity laws including preparing registration materials;
Selecting, registering, and protecting trademarks;
Enforcing franchise agreement provisions and managing relationship issues with franchisees and franchise prospects;
Resolving disputes with franchisees and other third parties;
Overseeing mergers and acquisitions; and
Sorting out advertising issues.

We also provide legal and practical advice on a variety of alternatives to franchising. Some business relationship arrangements may allows companies to implement licensing or distribution strategies without falling under the strict franchise disclosure and registration requirements.

We are experienced in resolving franchise disputes before litigation. We represent both franchisors and franchisees in franchise purchase negotiations. We assist both franchisors and franchisees through transfer, renewal, and termination processes. We are well versed in related antitrust, securities, real estate, employment, estate planning and general business matters.

Franchisees

We help franchisees understand their contractual rights and limitations as well as their rights under relevant state and federal franchise laws. We assist franchisees in transferring franchise ownership and sorting out disputes with the franchisor. We have vast experience in pre-litigation legal counseling and alternative dispute resolutions methods. We draft asset purchase agreements, review leases, and help franchisees form or join franchisee associations.

Franchise Purchasers

We help prospects understand their contractual rights and limitations as well as their rights under relevant state and federal franchise laws. We investigate franchise systems and counsel prospective franchisees on the benefits and risks of purchasing a particular franchise or business opportunity. We assist franchisee prospects to negotiate more favorable terms to their franchise agreement and to form a strong and straightforward relationship with the franchisor and other franchisees. We help the new franchisee form a business entity to operate the franchised business and tailor the franchisee's estate planning to work well with the newly-acquired assets. We draft asset purchase agreements, review leases, and help franchisees form or join franchisee associations.

Selling Your Franchise

We represent franchisees selling their franchises or purchasing additional franchises. We review provisions of the franchise agreement and disclosure document related to sale of the franchise, including issues such as:

The conditions for the franchisor’s approval of the transaction;
Whether or not the franchisor has a first right of refusal to purchase the business and whether or not the franchisor has waived that right;
The payment of a transfer fee to the franchisor; and
Other franchise-related issues.

We prepare the sales documents, including the letter of intent or earnest money agreement, contract of sale, promissory note, confidentiality agreement, ongoing training or consulting agreement, Uniform Commercial Code Financing Statement, and other related documents as applicable. We endeavor to give our clients simple and concise explanations of legal and practical aspects of the business sales process.

Franchisor's Legal Violations

We have experience in franchise dispute resolution. We review franchise documents for franchisees and represent franchisees in settlement negotiations with franchisors. We are familiar with state franchise relationship laws in various states that may trump inconsistent terms in a franchise agreement in areas such as franchise termination, franchise renewal and covenants against competition. If a dispute escalates, we help manage the mediation, arbitration, or litigation processes and seek to enforce our client's rights and retain a fair recovery.

We have helped several franchisees obtain favorable resolutions to their franchise-related problems, including rescission of the franchise agreement; return of initial franchise fees; recovery of additional fees and costs; and compensation for other injury or damages.

Franchise Systems Reviewed

We have reviewed and investigated many franchise systems in conjunction with the representation of prospective franchise purchasers, existing franchisees selling their franchise businesses, and franchisees desiring to otherwise exit their franchise businesses.

Among the franchise systems that we have reviewed are the following:

Abrakadoodle Art Education, Action International business coaching, All American Ice Cream and Frozen Yogurt, Atomic X Beverage, Auntie Anne's Pretzels, BA Coffee, Cleaning Authority, Dinner's Ready, Dry-B-Lo Deck Drain System, Dry Cleaning To-Your-Door, Dutch Bros. Coffee, Food To You USA, Garlic Jim's Famous Gourmet Pizza, Huntington Learning Center, IRR Residential Appraisal, Maaco Auto, Medicine Shoppe Pharmacy, Merry Maids, Money Mailer Advertising, National Property Inspections, Owner Listed Real Estate, Papa Murphy's Take 'N' Bake Pizza, Quizno's Sub, Realty World, Sbarro Italian Eatery, ServiceMaster Clean, Super Suppers, QuikDrop (eBay drop off sites), and 1-800-Got-Junk?

Call a FranchiseSmith franchise attorney today at (503) 625-9696 or contact us online.