When Attorney Stanley Dub tells people he practices Franchise Law, he gets a lot of blank looks. Even other lawyers tend to ask him what that means.
We all understand the need to go to a medical specialist for certain conditions. If an athlete tears his ACL, we understand they need medical care from someone who has fixed this injury many times, not from a general practitioner. It’s the same thing with the need for legal help in a specialized setting like franchising. Mr. Dub recalls being shown another lawyer’s analysis of a client’s franchise agreement when a problem came up several years later. The lawyer’s analysis started with “Ohio does not have any franchise law…” Huh? Ohio does have a franchise law, but it doesn’t use the word “franchise” in its title. It’s called the “Business Opportunity Act” and Mr. Dub was on the committee that wrote the 2012 changes to the law.
A lawyer who works with franchise law problems every day benefits from a deep well of experience in such matters. Most lawyers who claim to practice franchise law also handle a wide variety of other tasks and spend only a small portion of their time on franchise law matters. Franchise law as a specialty is in short supply. Mr. Dub has handled franchise law matters since 1989 and devotes roughly 90% of his current private practice to franchise law matters. Each year since 2016, he has taught the only law school course on Franchise Law taught at a major American law school. Many lawyers claim to practice franchise law but Mr. Dub has the credentials to prove his expertise.
Thinking of Selling Franchises? Franchising is a unique business arrangement that involves complex legal relationships between the franchisor, the franchisee, and third parties. Franchise agreements are typically lengthy and complex, and they are intended to be non-negotiable because franchisors want to avoid having different agreements for each franchisee. It takes a talented franchise lawyer to write a franchise agreement that gives the franchisor all the customary and necessary protections, while still creating an agreement that franchisees might be expected to sign without insisting on changes. These agreements cover a wide range of issues, including intellectual property rights, territorial restrictions, training and support requirements, marketing obligations, and dispute resolution mechanisms. Writing a franchise agreement should never be a cut and paste job of an agreement taken from a different franchise system, but should instead be tailored to the needs of the client’s business. To be able to create such an individually-tailored agreement, your franchise lawyer should have experience writing and reviewing a large number of franchise agreements.
Thinking of Buying a Franchise? Only a good franchise lawyer can ensure that you fully understand the terms of the franchise agreement and the implications of signing it. A talented franchise lawyer can review the agreement, explain its provisions in plain language, and give you necessary advice about the risks and benefits of entering into the franchise relationship.
Franchisors resist making changes in their franchise agreements for good reason, since they don’t want to end up administering a franchise system where each franchisee has a different agreement. Still, a good franchise lawyer can sometimes help clients negotiate more favorable terms in the franchise agreement. This is especially true where the franchise system is new, or where the lawyer finds language in the agreement that is obviously unworkable.
In addition to contract review and negotiation, a skilled franchise lawyer can provide advice and guidance throughout the entire process of setting up the business. From conducting due diligence on the franchisor’s background, to lease negotiation and business structure design and registration, a franchise lawyer can offer comprehensive support to clients. This proactive approach helps clients avoid potential pitfalls that could later jeopardize their investment.
Ongoing Relationship Issues Between Franchisor and Franchisee. Once a franchise relationship is established, many situations can require the services of a capable franchise lawyer. Disagreements can arise about matters of contract interpretation, or about whether the franchisor is actually delivering on the promises it made before signing. Franchisors may be trying to change their rules or may enforce them discriminatorily against only some franchisees. Sometimes franchisees want to explore the possibility of terminating their franchise agreement early. Disputes can additionally arise in connection with a franchisee’s wish to sell its franchise, or to renew
an agreement that is expiring. Sometimes a franchisor has good reason for taking actions against a franchisee but the franchisee sees it differently. Disputes can range from breach of contract and non-payment issues to trademark infringement and regulatory compliance matters. In all of these situations, having a skilled franchise lawyer on their side can make a significant difference in resolving the dispute to a client’s advantage. A good franchise lawyer can represent clients in negotiations, mediation, arbitration, or litigation, depending on the nature and complexity of the dispute, and work towards a favorable resolution that protects the client’s interests.
Clients with franchise-related legal issues should understand the importance of hiring a good franchise lawyer to safeguard their interests, navigate the complexities of franchising, and achieve their business goals. By hiring a capable, experienced franchise attorney, clients can mitigate risks, protect their investment, and position themselves for success in the competitive world of franchising.