Representative Matters

Litigation

Our team has successfully represented:

  • A major propane company in securing a $2.7 million jury verdict in contract action involving propane distribution in Lakes Gas Co v. Fencl Oil & L.P. Co., Inc., et al. (N.D.Iowa).
  • A large breakfast food franchise after franchisees claimed breach of contract due to changes in the franchise system and lack of franchisor support. Franchisor compelled arbitration and was awarded entire amount sought for past and future royalties. Franchisees filed bankruptcy during the proceeding, and franchisor successfully objected to a discharge in Manhattan Bagel of Northeast, Inc. v. Manhattan Bagel Co. (N.J. Super.).
  • A franchisor in securing an injunction against a fast-food franchisee for nonpayment of royalties and repayment of attorney fees.
  • An owner of the development rights for Krispy Kreme franchises in a number of geographic areas in Pennsylvania and New Jersey.
  • A real estate franchisor against negligence claims.
  • A pet supply company sued by a customer the franchisee and franchisor over a sales transaction at the franchisee’s store resulting in a dismissal of the franchisor.
  • A large hotel franchisee in winning a Chapter 11 bankruptcy matter against an upscale hospitality company, where we asserted violations of New Jersey's Franchise Practices Act against attempts by the hospitality company to unilaterally terminate the franchise before the property could be sold.
  • A parent developer of auto dealer management software against licensing claims. The licensed distributors of the software objected to termination, claiming the existence of perpetual right to renew their software license and distribution agreements on the same terms as the original agreements. We convinced the arbitrator that the license and distribution agreements were of indefinite duration and therefore terminable by the parent developer after a reasonable period of time.

Startup and Emerging Brands

We have advised startup, emerging and growth-stage companies in the transition to franchising and other matters, including:

  • A well-known car appraisal service company in launching its 50-state franchise system as well as its annual franchise renewal registrations and updates.
  • A startup home organizational and de-cluttering franchisor in structuring its franchise programs and preparing franchise-related documents.
  • A publicly traded BBQ wing restaurant service franchisor in rapidly expanding and restructuring its franchise programs and prepared franchise-related documents.
  • A startup provider of mobile cardiovascular imaging in navigating financing and operational issues, and prepared franchise disclosure documents.
  • A tutoring franchise in developing a national registration process to support its rapid expansion.
  • A food service client in aggressively expanding through area development of QSR restaurants with territories in Georgia and Florida.
  • A multi-brand area developer with territories in multiple states in the QSR space.

International

We have guided international franchise businesses in expanding to the U.S. market and U.S. franchisors in expanding to Europe, Asia and South America, including:

  • A French candy franchise concept expanding into the U.S., including drafting franchise disclosure documents, agreements and area development agreements.
  • A large and established international bakery and sandwich chain in expanding into franchising in the U.S.
  • A Brazilian-based smoothie and health food concept in expanding franchising in the U.S., including the preparation of the franchise disclosure documents for the single-unit offering and area representative model.
  • A Korean specialty ice cream chain in expanding into franchising in the U.S., including the drafting of the franchise disclosure document, franchise agreement and area development agreement and franchise state legal compliance issues.
  • An established Puerto Rican based healthy fast casual food concept expanding into the U.S., including the drafting of the franchise disclosure document, franchise agreement and area development agreement.
  • A tea and beverage licensor in its international expansion through licensing arrangements.
  • An East Coast fast casual concept with the drafting of terms for granting master franchise rights of large fast casual concept in India
  • A franchisor/licensor of upscale Japanese restaurants throughout the world, including in the Middle East, Russia and India.
  • A U.S. franchise in securing and structuring master licensing agreements for expanding across Europe, including Norway, the U.K., the Netherlands, Russia, Spain, Austria, the Ukraine and Turkey.
  • A company that protects commercial and industrial facilities from electrical system failures in developing structure and forms of agreements, including regulatory compliance and trademark registration, for use by an area developer to assist in franchising a new system in Canada and Europe.
  • A U.S. company offering area franchise development agreements for Mexico, Brazil, Argentina, Canada, Singapore, United Kingdom, Turkey, Malaysia and Indonesia.
  • A master franchisee expanded into Canada.

Transactional

We advised on major franchising transactions, including:

  • A popular music education company in its sale to a private equity group.
  • A smoothie and health food business in its addition of two outside investors in the State of New York and ensuring that the transaction complies with both federal and state securities laws.
  • A fast-food company in acquiring three Burger King restaurants in the Tri-Cities area of Washington state.
  • A franchisee in selling a Goddard School franchise north of Seattle, Washington.
  • An investment firm in due diligence and guidance for a $36 million private equity investment in an Italian ice franchise.
  • A holding company of food service franchises in selling 12 of its store locations.
  • A publicly held manufacturer of pollution control products in developing distribution agreements.
  • A franchise restaurant client in attracting key financing partners.
  • A 10-restaurant fast-food franchise raising $350,000 of capital financing.
  • A restaurant group in its purchase of nine franchise stores in New York and worked with the franchise and its affiliates in the sale of 20 franchise stores.
  • Multiple master franchisees in the commercial cleaning space.

Regulatory

We assisted franchise clients in complying with federal and state regulations, including: 

  • A southern BBQ-themed restaurant service franchisor with more than two dozen locations across the United States in converting to a licensing to franchising structure.
  • A New York City high-end restaurateur in utilizing state and federal franchise exemptions from registration and disclosure.
  • An established East Coast jeweler in utilizing the fractional franchise exemption to expand locations.
  • An established printing and publishing company in strategizing and structuring its franchise system utilizing the fractional franchise exemption.
  • A well-respected caterer in its structuring of a licensing program for online party and event planning using a fractional franchise structure.
  • A licensor of cupcake stores formed business contracts with bakery licensees located in three major cities.
  • A national childcare franchise system in navigating technology and privacy-related issues.
  • A successful Washington, DC-area developer of a popular sub sandwich concept in various franchise regulatory and contractual matters.
  • A youth soccer program in general corporate and franchising matters.
  • A provider of youth amateur sports leagues and camps in organizing its franchise system and preparing its franchise disclosure documents and agreements.
  • A printing service company in converting a licensor system to a franchise system, resulting in improved profitability.
  • A well-established regional provider of commercial maintenance services in launching a franchise.
  • A business providing online education and in-person workshops in launching a franchise. The business handles meetings and events, including related advertising and sponsorships, used to coach and support women in creating, implementing, expanding and networking their business and personal projects.
  • Individual franchisees in a wide range of industries, including food, consulting, cleaning and tutoring to photography, homecare and household services.
  • Eight of the leading franchisees in an urgent care system.
  • A women’s fashion boutique on franchise relations and state registration obligations.
  • A temporary staffing business on franchise relations and state registration obligations.