Florida Franchise Law AttorneyWe Work With Both
Franchisors and Franchisees

The franchisor / franchisee relationship can be very complicated. Whether you are considering taking your business to the next level, by developing a franchise network, or are considering buying a franchise and becoming a franchisee you need to speak with a franchise attorney.

The reality is that being a franchisor and developing a successful franchise system can be a complicated process. By the same token, as a franchisee, finding a franchise to invest in that is right for you can be just as complicated and risky.

Franchising, as a business model, can be extremely profitable for both sides of the equation.

You should keep in mind, however,  there are business, legal, and financial risks for both the franchisor and franchisee.

So-much-so 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. So, franchises are expensive, heavily regulated businesses, but they also have a high potential for profit.

Those are three factors that can open both franchisors and franchisees to potential business and legal shenanigans. And, they are also three solid reasons to work with a knowledgeable and experienced franchise lawyer to protect your rights and interests; as-well-as, help you navigate the complexities and avoid the pitfalls..

When you hire Walsh Banks Law, you gain access to trusted, experienced lawyers for strategic legal counsel and representation. Give us a call and find out how our legal services can help you overcome obstacles and succeed (407) 259-2426 or Schedule a Consultation

Our franchise lawyers counsel clients on a wide variety of franchising related business and legal issues; including, everything from the appropriateness of franchising a business, or buying a franchise, to counseling on franchise relationship matters and everything in between.

Whether you are just starting to develop a franchise system, running an existing system or are looking to buy or sell a franchise we have the experience, knowledge and skills to provide clear practical solutions to whatever franchise legal matter you may be facing.

We provide comprehensive legal services to both franchisors and franchisees, no matter the industry. Our experience representing clients on both sides of the franchise model has enabled us to develop a more comprehensive perspective that franchise attorneys representing only one side can’t provide.

Through this more comprehensive legal perspective we help clients navigate the complexities and avoid the pitfalls often associated with franchising.

Your franchise attorney does far more than just draft the Franchise Disclosure (FDD) Document and the Franchise Agreement (FA). As a potential franchisor there are a number of hurdles that must be crossed before you can start selling units. There are a lot of moving parts involved with taking a business and turning it into a franchise. Your franchise attorney will, among other things, be able to provide the legal advice needed to get the franchise concepts off the ground and to prepare all the documents required by law to own, operate, and license a franchise.

Our franchise lawyers help with the complete development of the franchise system; including, determining whether the franchise business model or an alternative structure is most appropriate for your business. We will advise on the franchise system structure; as well as prepare and file the

legal documentation; such as, the FDD, franchise agreements (single, multi, master), trademark and licensing agreements and any other franchise related documentation. We will also advise on and help with business entity structuring or restructuring to meet legal requirements, business objectives, and maximize asset and liability protection.

What our attorneys do for startup franchisors:

• Advise on business entity structuring for the franchise system and to meet business and legal objectives
• Advise on structuring franchise offering
• Counsel on the complete development of the franchise system
• Develop trademark and brand protection plan
• Prepare Franchise Disclosure Documents and advise on disclosure compliance
• Prepare and negotiate franchise agreements, multi, master and area development
• Prepare trademark and licensing agreements and any other franchise related legal documents.
• Register FDD and ensure compliance with state and federal registration requirements and disclosure requirements
• Review franchise marketing materials identifying risk and liabilities; advise on mitigation to reduce potential for disputes and lawsuits
• Counsel on franchise sales compliance and onboarding franchisees

Our franchise attorneys work with established franchisors on a wide variety of legal matters; from the more routine issues such as required yearly updates of the FDD, maintaining compliance with state and federal laws and legal issues that simply arise from managing a healthy franchise system to less common legal matters such as making major system changes, expanding the system, and purchasing franchise systems. We also provide general counsel services to assist with franchisee relations and legal matters that arise through the normal course of operations.

Our ultimate focus is to help existing franchisors maintain and expand a healthy franchise system. Conducting a detailed legal evaluation of the system is one of the best ways to start accomplishing that goal; highlights inherent risks and liabilities along with suggested improvements.

Along with the services we provide new franchisors we provide the following legal services to help keep franchise systems healthy as they grow and mature:

• Analyze current franchise system documentation along with anciliary documents for business and legal liability and risks; providing clear concise solutions
• Prepare required yearly updates to FDD registrations, more frequently as needed
• Update or modify franchise system to stay compliant with changes in law and regulations
• Update franchise agreement and other documentation due to changes in business
• Advise on reducing risk and liability; including entity structuring or restructuring
• Review and file franchise advertising as required.
• Correct unintentional violations of franchise law
• Financial and legal due diligence of prospective franchisees
• Negotiate and close franchise sales
• Handle issues related to franchisor – franchisee relationships; standards enforcement, defaults, terminations and non-renewals
• Counsel on franchisee transfers, buy-backs and terminations
• Negotiate and resolve disputes with franchisees
• Negotiating changes to franchise agreements; including multi-unit, master and area development
• Advise on implementing major system changes

• What is the franchisor’s background?
• What is their track record in running a franchise?
• What are the financials of the parent company?
• What is the financial commitment your are making?
• 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?

The answer to these questions can be found in the FDD and the FA. These documents are long, often upwards of 200 pages, and sometimes confusingly worded and crafted. There is a lot of data and information to go through. And the answers you need are often buried in that information.

One of the main services a franchise lawyer provides is to fully review the FDD and FA. To make you aware of the solvency and efficacy of the parent company and of your rights, restrictions and obligations outlined in the FA. He can also negotiate aspects of the franchise agreement that you are uncomfortable with.

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, or a slew of other franchise related legal documents. Your franchise lawyer should be able to negotiate and review those documents as well as advise you on the corporate structure appropriate for the franchise.

Legal services we provide new franchises:

• Financial and legal due diligence of franchisor
• Review FDD, FA, and other agreements relevant to the Franchise. And make sure you fully understand your obligations, restrictions, and rights as outlined by the documentation.
• Negotiate modifications or changes to the franchise agreement, other franchise related documents.
• Advise on structuring of franchisee legal business entity; including shareholder and partnership agreements, and operating agreements
• Advise on and negotiate franchise purchase from franchisor
• Advise on and negotiate franchise purchase for existing franchise
• Attend and represent franchisee at the closing of the franchise purchase
• Assist in commercial real estate negotiations specific for franchisees
• Dispute resolution and litigation representation

Once you become a franchised business owner, as you grow and become more well established, your legal needs will change. At this stage, one of the primary services a franchise attorney provides s representation in the franchisor-franchisee relationship.

That relationship can get pretty rocky. Disputes ranging from misrepresentation and lack of support to termination and renewal issues to area encroachment issues and simply blatant breaches of the franchise agreements occur more often than you might think.

We also provide representation for legal issues that come up during the normal operation of your business and more transactional legal services; such as, buying another franchise, selling one, or perhaps you are looking for master or area developer opportunities.

Including the legal services we provide new franchisees our franchise lawyers provide established franchisees the following services:

• Representation for sale and purchase of existing franchises
• Representation for franchise agreement renewal
• Acquisition of multi-unit, master, and area development opportunities
• Representation for defaults, terminations, and non-renewals
• Representation and assistance with encroachment and territory issues
• Counsel franchisee on franchisor – franchisee relationship
• Franchise contract dispute resolution and litigation

Franchises can be a powerful and profitable business model for both franchisors and franchisees. However, it is also one of the more legally complicated types of businesses. Every franchise arrangement involves not only the standard issues that come up with any business, such as business entity formation, but also a whole set of concerns unique to franchise law.

You need a lawyer with franchise-specific knowledge and experience to help you conduct due diligence, protect your assets, negotiate complex contracts, and ensure compliance with state and federal franchise laws. A simple oversight at the beginning of the franchise process can have catastrophic effects down the road.

Even after a franchise is up and running, a franchise attorney is still needed to resolve issues that arise as franchisees and franchisors grow. Even when the relationship between the franchisor and the franchisee is amicable, each side needs help making sure their legal interests are fully protected.

If the relationship between the franchisor and the franchisee deteriorates, you will need a lawyer to help ensure continued compliance with franchise law and the franchise agreement. In the most difficult cases, you will need a franchise lawyer to represent you in litigation. Franchise litigation is unlike standard contract or business dispute litigation—it is much more complicated.

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.