Orlando Franchising LawyersLegal Services for
Franchisors & 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 franchised business and becoming a franchisee you need to speak with an experienced 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 them 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, franchised businesses are expensive, heavily regulated, and have high profit potential.

Those three factors can open both franchisors and franchisees to potential business and legal mischief. Making them solid reasons to work with a knowledgeable and experienced franchising lawyer to help you navigate regulatory complexities, avoid industry pitfalls, and protect your rights and interests.

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 Orlando franchise lawyers advise 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 advising 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 through out the State of Florida, no matter the industry. Our experience representing clients on both sides of the franchise model has enabled us to develop a more comprehensive perspective than franchise attorneys representing clients on one side of the business model can’t provide.

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

As a new franchisor your franchising lawyer will do far more than just draft the Franchise Disclosure (FDD) Document and the Franchise Agreement (FA). There are a lot of moving parts involved with taking a business and turning it into a franchise. Even then there are a number of hurdles that must be crossed before you can start selling units.  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.

Legal services we provide startup franchisors:

• Advise on business entity structuring for the franchise system, 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, single, multi, master and area development
• Prepare trademark and licensing agreements
• Register FDD and ensure compliance with state and federal registration and disclosure requirements
• Review franchise marketing materials identifying risks and liabilities; advise on mitigation to reduce potential for disputes and lawsuits
• Counsel on franchise sales and onboarding compliance

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. They 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 franchisees:

• Financial and legal due diligence of franchisor
• Review FDD, FA, and other agreements relevant documentation, making 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 purchase directly from franchisor
• Advise on and negotiate purchase of an existing franchise
• Attend and represent franchisee at the closing for the franchised business
• 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

Franchising 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 but also a whole set of concerns specific to the franchising industry.

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

Even after a franchise is up and running, an experienced franchising lawyer will still be needed to resolve issues that arise as your business matures grows. Even when the relationship is amicable, each side needs help making sure their rights and interests are fully protected.

If the relationship deteriorates and evolves into a dispute, you will need an experienced franchise lawyer to help ensure continued compliance with not only the franchise agreement but also Florida laws and regulations.

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.

Over the last two decades we have developed the knowledge and experience to help clients navigate the intricacies of the franchising industry.

If you are new to the industry and need help evaluating a franchise opportunity or need help starting your own franchise system, we have the skills and knowledge to help you achieve your goals and objectives.  If you are a well-established franchisor or franchisee, we have the experience to help you continue to succeed and overcome any legal challenges you may be facing.

Retaining us as your attorneys early in the franchise system development process, or early on when evaluating a franchise business opportunity, means our extensive experience with Florida franchise laws and regulations in the Orlando and surrounding areas provides insight into the potential issues that may come up and solutions to mitigate them; greatly reducing potential legal risks.