Florida Franchise Law Attorney
Representing Franchisors and Franchisees

The franchisor/franchisee relationship can be very complex. Whether you are considering taking your business to the next level by creating a franchise and becoming a franchisor or you are considering buying a franchise and becoming a franchisee you need to speak with a franchise attorney – someone who is well versed in the various laws and regulations relating to franchises and franchise operations.

When you create a franchise as a franchisor or enter into a franchise agreement as a franchisee you are entering into a business agreement. The franchisor has a successful business, business processes in place. The franchisor essentially outlines how to replicate their success packages it up into a business in a box and offers it to potential investors (the franchisee). Potential investor, franchisee, says hey I’ve got extra cash I want to invest and I think your business in a box sounds great, let’s make a deal. Sounds pretty simple right?

Not so fast. The reality is that being a franchisor and developing a franchise system can be a complex process. And, by-the-same token as a franchisee finding a franchise to invest in that is right for you can be a risky business. Moreover, not all franchise agreements are created equal. There are risks and legal issues on both the franchisor and franchisee sides of the business. So-much-so that that both the federal government, through the Federal Trade Commission, and most states, including the state of Florida, heavily regulate franchises, and how they are operated.

Why You Need A Franchise Lawyer

The reasons you need a franchise attorney will be different depending upon whether you are a franchisor or a franchisee. As a business owner, potential franchisor, there are a number of hurdles that must be crossed. There are a lot of moving parts involved with taking a business and turning it into a franchise.

Your lawyer will, among other things, be able to provide the legal advice needed to get the franchise concepts off the ground, and to draft all the documents required by law to own, operate, and license a franchise. As a business investor, potential franchisee, there are a lot of issues you will want to consider.

These are only a few of the questions you will need to answer:

  • Is this the right franchise for you?
  • Why are you buying this particular franchise?
  • How much will you have to invest?
  • What are the continuing costs?
  • How much income do you need to make?
Other questions relating to the franchise; such as:

  • What is the franchisor’s background?
  • What is their track record in running a franchise?
  • What are the financials of the parent company?
  • How much operations, managerial, and marketing support can you expect from the franchisor?
  • Will you get the necessary training to properly implement the franchise business model?
  • What is the financial commitment your are making?
The answer to these questions can be found in the Franchise Disclosure Document (FDD) and the Franchise Agreement (FA). Franchisors are required by law to provide you with the FDD within 14 days of closing on the franchise. You will want to take that time to thoroughly review both the FDD and FA with your franchise lawyer. Franchisors are required by the FTC , and the state of Florida) to prepare the FDD so that you are fully informed about the franchise, and its parent company, you are intending to purchase.

The FA outlines the rights and responsibilities of both the franchisee and the franchisor. It grants the franchisee the right to operate the franchise business for a specified period of time, under a specified name, and according to a specified format. It is the actual contract that creates the franchise relationship.

These documents are long, often upwards of 200 pages, and sometimes confusingly crafted. There is a lot of data and information to go through. You should review these documents with your franchise attorney so that you fully understand them; and have a clear understanding of the legal ramifications.

What Does A Franchise Lawyer Do?

As outlined above one of the main services a lawyer provides a franchisee is to fully review the FDD and FA. To make them aware of the solvency and efficacy of the parent company and of your rights, restrictions and obligations outlined in the FA. But, he can also negotiate some aspects of the franchise agreement that you are uncomfortable with. Many franchise brokers or franchise development officers will tell you that the all aspects of the agreement are set in stone. Although this is often true, it is not always the case.

The franchise agreement may not be the only contract you sign with the franchisor. They may want you to sign other contracts such as a non-compete agreement, a development agreement. Your lawyer should be able to help negotiate and review those documents as –well-as advise you on the corporate structure appropriate for the franchise.

For a franchisor the franchise attorney does far more than just draft the Franchise Disclosure Document and the Franchise Agreement.

They also advise on and help with:

  • Review, and execute trademark registration
  • Developing the Franchise System Structure
  • Ongoing State and Federal Compliance
  • Compliance with both State and Federal regulations regarding franchise registration and relationships
  • Review and update the FDD and FA
  • Perform due diligence on prospective franchisees
  • Review and draft contracts related to commercial leases
  • Review equipment lease and purchases
  • When necessary terminate agreement with franchisee
  • Advise on corporate structure
A franchise is a business. You will want to use the lawyer that helped you develop the franchise system to advise and help with the continuing legal issues that arise in running a business.

Why Choose Walsh Banks as Your Franchise Attorney

At the end of the day a franchise is simply a business structure. The franchise agreement is a business contract. The franchise disclosure document and all the documentation that goes along with it is essentially an addendum to that contract.

Granted, a franchise is a heavily regulated complex business structure. We are business lawyers. We specialize in business, commercial and contract law. This is what we do. We have years of experience advising and developing complex business structures like franchises.

Moreover, at the end of the day, there will be disputes. Unfortunately, in business, even in businesses as heavily documented as franchises, there will be disputes. At Walsh Banks Law we have over have 50 years combined experience in litigating complex business transactions.

Retaining us as your attorneys from the genesis of your franchise development, or as a franchisee at the beginning of the purchase process, means or extensive business development and litigation experience are interwoven in the final product; greatly reducing potential legal risks either as a franchisor or a franchisee.