Franchise & Distribution
We’ll keep your goals within reach.
For us, job one is helping our franchise and hospitality clients reach their strategic business goals as efficiently as possible while helping them navigate a wide range of issues. With a practical approach to problem solving, we know how to balance the legitimate business objectives and expectations of all parties in the franchise and distribution relationship. Whatever challenges arise — from structuring the franchise to the acquisition of a purchasing organization — we can help you achieve your goals by crafting innovative financing and operational solutions to keep the deal or project moving forward.
How We Help Clients
We represent franchisee associations in connection with general formation and operational matters, including the preparation of articles of incorporation and bylaws and amendments, thereto, the establishment of programs for association members, such as group insurance coverage, telecommunications contracts, marketing working groups and related areas. We represent both franchisors and franchisees (including franchisee associations) in various complex issues, including the development of policies for the expansion of franchise systems; the impact of the development of alternate distribution channels on franchisee; franchise system advertising and marketing policies and fund administration; and franchise dispute resolution mechanisms.
Our team is also the foremost leader as it relates to franchise system purchasing organizations. We have designed and formed purchasing organizations for many national restaurant systems, including several quick service restaurant chains and the first ever purchasing cooperative for a casual dining restaurant system. We routinely advise on everything from cooperative tax and antitrust issues to system wide distribution arrangements and supply chain visibility software.
Our team has vast experience in the negotiation and drafting of procurement and distribution agreements for many different products. We represent companies and purchasing organizations of all sizes and in a diverse array of industries. We also help clients evaluate, develop and implement system-specific standardized forms of procurement, supply and distribution agreements. Lastly, we recognize that product defects and disruptions to the global supply chain are not uncommon and often result is discord between various stakeholders. Should a dispute arise, we have the wherewithal to pursue the best course of action and outcome for our clients.
Our compliance counseling services run the gamut from preparing franchise disclosure documents and other regulatory filings, to advising on interstate commerce and state-specific franchising laws, to updating clients on new security and to labeling requirements. We also prepare franchise disclosure or registration documents, franchise agreements and trademark licensing agreements in such industries, including restaurants, food service, convenience stores, clothing, home furnishings, footwear, formal wear, automobile repairs, diet counseling and maid services.
Special dealer termination laws have also been enacted at the federal level, such as the Automobile Dealer Franchise Act, requiring that automobile manufacturers act in good faith when terminating dealer franchises. Some states have enacted statutes governing the termination of any dealer or “franchise” relationship. We can furnish a quick evaluation of a franchise/dealer termination situation, including analysis of the reasons for termination, review of the written franchise/dealer agreement, evaluation of potential antitrust issues, assessing potential franchise/dealer protection statutes, consideration of potential for common law contract or tort claims and analysis of damages or available remedies.
We represent franchisors and franchisees nationwide in connection with franchise and dealer terminations as well as unfair competition and alleged vertical or horizontal price-fixing claims. Our top priority is to keep costs down by resolving disputes in the smoothest, most effective manner possible — often through mediation, arbitration and other Alternative Dispute Resolution (ADR) mechanisms. When such tactics fall short, however, we are not only staffed to litigate even the most complex disputes, but we’re committed to going the extra mile to protect the integrity of your product and brand.
Our experience includes disputes related to the following:
- False earnings.
- False promises of franchisor buyouts of failing franchisees.
- Terminations in violation of state dealer termination statutes.
- Uniform Commercial Code (UCC), contract law or promissory estoppel.
- Improper restrictions on the sale or transfer of dealerships or franchises.
- Establishment of supplier-owned or franchisor-owned businesses within dealers’ or franchisees’ market areas, thereby, constituting unfair competition.
- Failure to arbitrate pursuant to a binding arbitration clause.
- Vertical and horizontal price-fixing and tie-in antitrust claims.
We have a wealth of experience helping franchise clients both protect their major brands and leverage them into new areas, including worldwide expansions for new brands. We advise on foreign filings and the licensing considerations unique to certain countries, draft license and agency agreements and develop global strategies to enforce trademarks and copyrights. With a proven record of successfully defending or pursuing infringement claims, our team is both ready and able to advance our clients’ portfolio objectives in the U.S. and around the globe.
February 8, 2024
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