Franchise

Overview

Our Firm is experienced in all aspects of franchise litigation and franchise agreement assistance. We represent both franchisors and franchisees in the areas of uniform franchise offering circular (“UFOC”), Franchising Agreement and Federal Trademark Registration, among others. We also assist both franchisors and franchisees in resolving franchise disputes.

Additionally, we assist foreign franchisors in the launch of their franchise operations in the U.S. market. We assist U.S. firms with expansion by establishing new franchise businesses or acquiring franchise companies. We represent entrepreneurs in the purchase or sale of franchises. When appropriate, we also help companies establish distribution and licensing systems that are not franchises.

Our Firm also counsels franchisee clients in all legal matters related to franchising. This includes transactional matters, dispute resolution (e.g., litigation, arbitration, and mediation), as well as business formation. Our Firm calls upon its unique and extensive experience representing both franchisors and franchisees to advise its franchisee clients on minimizing the risks associated with franchising.

For franchisee business formations, our Firm creates and structures the franchisee entity and prepares all relevant agreements. Our Firm also reviews all disclosure documents and franchise agreements, negotiates with franchisors to obtain the most favorable terms and advises our clients in the negotiation of existing franchise agreement renewals. Our Firm also offers services such as drafting agreements with third parties, such as employment, confidentiality and non-compete agreements.

With vast experience in the area of real estate law, our Firm represents franchisees in all real estate matters as well, reviewing and negotiating purchase agreement, leases, and resolving environmental and building code matters issues

Dispute Resolution & Litigation

Our litigation team represents clients through the litigated, arbitrated or mediated enforcement of their contractual undertakings. In addition to litigating matters in state and federal courts, we are particularly adept at using arbitration and mediation techniques as offensive mechanisms to achieve an early resolution of disputes.

In recognizing that all business disputes have a maximum value, we give advice calculated to bring about or compel a prompt resolution, without the need for an expensive trial. Some of our attorneys even have business backgrounds and know how to advise clients to reach business-like resolutions that call for more cooperation and less hostility. We take pride in efficiently serving our clients rather than maximizing the conflict or legal undertaking for personal gain.

Franchise Law

Franchise sales law in New York and several other states require franchise registration. Both federal and state franchise sales laws require franchisors to deliver a franchise disclosure document to each prospective franchisee. Some states without franchise sales law have business opportunity laws that may nevertheless require a presale filing similar to a franchise filing. Franchise “relationship” laws in a number of states limit the franchisor's freedom to terminate a franchise, or to refuse to renew or to permit the transfer of a franchise without good cause.

We can help you make the right decisions and take the right steps to properly position your company for growth, whether as a franchisor, a franchisee or an area developer, or if you're not sure whether your system falls within the scope of the franchise laws.

International Franchise & Distribution

As many of our clients expand beyond the territorial confines of the United States, we provide legal advice concerning their expansion to Asia, especially to China. We have relationships with various attorneys in China who assist us in providing the local perspective on expansion within a particular country.

We also have extensive experience representing foreign companies in their business ventures in the United States. An important preliminary consideration for any foreign franchise company entering the U.S. market is trademark registration; it is important that the brand be registered with the U.S. Patent and Trademark Office as soon as possible.

Our Firm handles the trademark registration and the corporate formation for our foreign franchise clients. When appropriate, we also draft license agreements between the parent company and the U.S. subsidiary. Additionally, we assist companies with U.S. franchise compliance in the same way that we assist domestic franchisors.

Services For Franchisors

Our Firm is experienced in representing both start-up businesses and established franchises, which gives our Firm a unique perspective in what it means to serve the franchisor. Our Firm provides a full range of services in all aspects of developing, registering, offering, operating, restructuring and expanding franchisor businesses.

For start-ups, our Firm assists our clients in determining whether franchising is the proper method to further develop their business. If our client decides it is the best course of action for their business, we assist them in creating franchise programs, drafting disclosure documents and other franchise related agreements, and preparing and filing disclosure documents for state registration where necessary.

For existing franchisors, our Firm conducts a comprehensive review of the franchisor's current disclosure document and related agreements to ensure that the franchisor has complied with all state and federal regulations. Our attorneys also aim to protect our clients by drafting agreements that insulate the franchisor from problems that often arise during the franchisor-franchisee relationship.

Foreign Franchisors Doing Business in the United States

Foreign franchisors that desire to sell franchises in the United States commonly form a separate subsidiary company, usually in the United States, to operate the business and enter into agreements with U.S. franchisees. This subsidiary company is the entity that discloses its audited financial statements in the franchise disclosure document. Our Firm assists our clients with the corporate formation and trademark registration of foreign franchise companies. When needed, we also draft license agreements between the parent company and the U.S. subsidiary. Beyond that, we assist our clients with its U.S. franchise compliance in the same way that we assist domestic franchisors.
 

Services For Franchisees

Our Firm counsels franchisee clients in transactional matters as well as with dispute resolution. Our Firm's unique perspective and experienced approach stems from our knowledge of what it means to represent franchisors versus franchisees. Our experience allows us to foresee issues and offer all-encompassing solutions that bring both short and long-term benefits to our clients. Our Firm assists franchisee clients in all matters relating to the purchase of the franchise from the franchisor (or an existing franchisee). We perform a due diligence review for each and every client of a wide range of company attributes, including:

• Business formation, beginning with the creation and structuring of the franchisee entity to drafting shareholder or partnership agreements;
• Reviewing disclosure documents and franchise agreements;
• Negotiating with franchisors, including negotiations for the renewal of existing franchise agreements;
• Real estate counseling, including the review and negotiation of purchase agreements, leases and resolution of environmental and building code issues; and
• Drafting third party agreements, including independent contractor, supplier, employment, confidentiality and non-compete agreements.