Franchising & Distribution
Whether you are thinking about a franchise or distribution business model to market your products or services, expanding into new markets, buying a franchise or distributorship, or if you find yourself involved in a franchise or distribution dispute, our national Franchise and Distribution practice has the experience to guide you. Greensfelder represents franchisors, franchisees, franchise associations, master franchisees, area developers, franchise brokers, manufacturers and distributors across the country. We also counsel clients on alternatives to franchising. We can help clients determine if exemptions are available, and, if appropriate, advise them on how to avoid the complex regulatory requirements involved in developing a franchise program.
Our team assists clients in formulating a strategic plan to help their businesses, counsels them on how to avoid disputes, and provides advice and litigation services if a dispute arises.
Greensfelder’s Franchise and Distribution team provides business and strategic growth solutions, with common sense and practical advice, in several key areas:
Franchisor Representation - We prepare the Franchise Disclosure Document and all related agreements such as the Franchise Agreement and Area Development Agreement; draft and review employment agreements and incentive contracts; assist in preparing operations manuals; negotiate with franchisees and with franchise brokers; register franchises with appropriate state regulatory agencies; and counsel clients with respect to all types of franchise issues, such as terminations and renewals, intellectual property protection, real estate and tax issues, non-compete and confidentiality agreements, business succession planning, litigation avoidance, and dispute resolution.
Franchisee Representation - Our Franchise and Distribution team assists prospective franchisees in evaluating franchise opportunities and pointing out the potential risks and rewards; reviews the Franchise Disclosure Documents and related agreements; forms the franchisee entity; assists in lease negotiations and other aspects of establishing the business; and represents franchisees on all aspects of the franchise relationship, including termination and renewal. We also help establish, counsel, and handle legal matters on behalf of independent franchisee associations.
Franchise and Distribution Dispute Resolution and Litigation - We assist our clients in avoiding legal disputes. However, when disputes do arise, our franchise and distribution transactional attorneys work closely with Greensfelder’s Litigation Practice Group, providing insight based on practical experience from our daily involvement exposure to franchise and distribution issues. The attorneys in our Litigation Practice Group are devoted to aggressively representing clients involved in franchise and distribution litigation.
Greensfelder’s litigation attorneys have significant experience in helping clients around the country resolve disputes between franchisor/franchisee and distributor/manufacturer. We routinely appear in the various state and federal courts throughout the United States, and strive to staff cases in a cost-effective and timely manner. Broad experience in mediating, arbitrating and litigating franchise, anti-trust, class actions, and regulatory issues, when coupled with the hands-on experience of the Greensfelder’s Franchise and Distribution Group attorneys, provides our clients with a unique and balanced perspective when they face a dispute. In addition to litigating regulatory issues arising under state franchise, distributor, or sales representative statutes, as well as the FTC Franchise Rule, Greensfelder’s franchise and distribution litigators also litigate industry-specific laws such as state motor vehicle franchise practices statutes relating to vehicle retailers, the Petroleum Marketing Practices Act and state motor fuel marketing laws related to gasoline retailers, and similar franchise practice laws and state consumer protection statutes relating to other franchise and distribution relationships.
Greensfelder’s attorneys are also experienced in handling related claims that often arise in franchise/distribution litigation, such as claims asserting monopolistic or anti-competitive conduct, breach of contract, breach of the implied covenant of good faith and fair dealing, violations of the Uniform Commercial Code, and bad-faith, below-cost or discriminatory pricing. As such, we routinely represent a variety of clients who use the franchise or distribution models to market products ranging from gasoline, to beverages, to restaurants, to motor vehicles. Because a unique set of statutes and common law has developed to govern such business models, Greensfelder’s attorneys are also skilled in identifying whether a business relationship constitutes a “franchise,” “dealership” or “distributorship” in order to determine whether the relationship should be afforded special protections under the law.
Franchise Workouts and Bankruptcy Advice - The attorneys who are experienced in creditors rights and bankruptcy on our Franchise and Distribution team provide valuable assistance to franchisors and franchisees by aggressively defending their rights, both inside and outside of bankruptcy and receivership cases, whether the issues arise in the context of disputes between such parties or disputes with their lenders or other creditors. Our assistance includes negotiating terms, conditions and covenants in loan documentation, negotiating workouts of problem credits, advising of rights and providing guidance as to strategy in bankruptcy and receivership proceedings in order to maximize recovery, as well as taking actions necessary or appropriate to insure their rights in such proceedings are defended and protected.
Franchise Trademark and Copyright Services - The trademark is often referred to as the “heart of a franchise”. Our trademark experts assist clients in registering their valuable trademarks and service marks with the U.S. Patent and Trademark Office, counsel clients on how to protect their proprietary marks, and assist in drafting trademark license and franchise agreements.
Representing clients involved in franchising requires experience in various legal disciplines. With more than 160 attorneys, Greensfelder has the depth and resources necessary to counsel clients on a variety of legal issues. The attorneys in our Franchise and Distribution group have represented some of the nation’s largest and most well-known franchise companies, as well as many start-up franchisors, franchise associations, and franchisees in a wide range of franchised businesses. They have written and lectured extensively on franchise topics, have been recognized by their peers for excellence, and are active in the American Bar Association Forum on Franchising, International Franchise Association, Franchise Brokers Association and Petroleum Marketing Attorneys group.
For more information on how our Franchising and Distribution transactional attorneys can assist you, please contact Eric R. Riess at (314) 345-4723 or err@greensfelder.com; or Leonard D. Vines at (314) 516-2602 or ldv@greensfelder.com.
For more information on how our Franchising and Distribution Litigation Attorneys can assist you, please contact Dawn M. Johnson at (314) 516-2678 or dmj@greensfelder.com; or Kevin F. Hormuth at (314) 516-2665 or kfh@greensfelder.com.