Industry Group

Franchising & Distribution

Each business has unique needs regarding the distribution of its products and services. Greensfelder’s nationally and internationally recognized team of franchise and distribution lawyers assists our clients with the legal aspects of their distribution systems. We excel at providing business focused and strategic growth solutions, common sense and practical advice. Our relationships with clients are often continuous: formulating strategic plans when a business decides to develop or restructure its franchise or distribution system, addressing both every-day issues that arise during the operation of the system and the real impasses such as disputes and litigation, and assisting when a business is acquired or merged into another business. Our work involves both domestic and international representations.

Some examples of the work we do include:

Franchise Representation

Transactional and Regulatory:
Our team assists clients in all aspects of evaluating and structuring franchise systems. This includes evaluating whether a franchise model is appropriate for the system and whether there are exemptions from federal and state franchise laws that are available and appropriate. Where a franchise system is involved, we assist with state registrations or management of exemption-based systems, and preparation and review of Franchise Disclosure Documents and related agreements, including franchise agreements, area development agreements and the myriad of other agreements that franchise systems often use. We assist other sellers with compliance with business opportunity registration and disclosure documentation. We often negotiate area development and franchise agreements. We counsel clients with respect to many other types of franchise issues, such as terminations and renewals; assisting in preparation of operations manuals and review, intellectual property protection, and helping clients resolve disputes and avoiding litigation. Together with other Greensfelder practice groups, we also counsel clients on employment, real estate and tax issues, non-compete and confidentiality agreements, business succession planning, and other business related matters.

We work with franchise systems in all stages, from startup to those growing to the national and multi-national level. We advise both service and product based industries, including food services, health care, real estate, motor fuel, hospitality, and education.

Mergers and Acquisitions:
We work with private equity firms and other prospective buyers or sellers of franchise systems to help evaluate the system from a franchise law and industry perspective and ensure that sufficient protection is obtained in the case of an acquisition. Together with the Corporate Group, our franchise attorneys may lead the transaction, or work as special counsel on franchise specific issues involved. We have been involved in acquisitions involving many different industries including restaurant, hospitality, automotive, and education. For more information about our Mergers, Acquisitions & Divestitures practice, click here.

Distribution Representation

There are endless variations of distribution systems. We prepare and negotiate distribution, sales representative, licensing, dealership and supply contracts, terms and conditions of sale, warranties and other agreements appropriate for a company’s distribution business model(s) to market products or services, both domestically and internationally. We also counsel and assist with terminations and renewals, intellectual property protection, real estate and tax issues, non-compete and confidentiality agreements, business succession planning, litigation avoidance, and dispute resolution.

Franchise and Distribution Dispute Resolution and Litigation

We assist our clients in avoiding legal disputes. However, when disputes do arise, our franchise and distribution litigation team is experienced in franchise and distribution litigation, and works closely with the franchise and distribution transactional attorneys to provide clients with representation backed by practical experience as a result of daily involvement with 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 franchisors/franchisees and suppliers/distributors. We routinely appear in 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, relationship or sales representative statutes, and dealing with federal and state administrative agencies, 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 industry-specific franchise and distribution 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, or below-cost or discriminatory pricing. As such, we routinely represent a variety of clients who use franchise or distribution models to market products, such as gasoline, beverages, food and 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.


Our attorneys advise both U.S. companies with new or existing international franchise and distribution systems, as well as foreign companies entering the U.S. market. Inbound versus outbound work is different in many respects, but at the center is always making our client feel comfortable with the legal issues it will face in the new market. For U.S. clients going abroad, we ensure their agreements are appropriate for the multi-national relationship they will be creating and, usually working with local counsel in the foreign countries, that their agreements and/or disclosure documents comply with foreign laws and reflect the foreign market. The laws affecting franchising and distribution vary by country and, over the years, our attorneys have developed a significant franchise and distribution legal network all over the world for collaboration on outbound matters. For foreign clients entering the U.S., while the work is similar to that done for domestic clients in the U.S. market, much effort is put on guiding clients through the sometimes complex U.S. legal system.

Franchise and Distribution Workouts and Bankruptcy Advice

Our attorneys who are experienced in creditors rights and bankruptcy provide valuable assistance to franchise and distribution clients 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 and Distribution Trademark and Copyright Services

The trademark is often referred to as the “heart of a franchise.” Our trademark lawyers assist clients in registering their valuable trademarks and service marks with the U.S. Patent and Trademark Office, or with foreign intellectual property authorities, counsel clients on how to protect their proprietary marks, and assist in drafting trademark license and franchise and distribution agreements. We also protect our client’s copyrightable materials.

Representing clients involved in franchising and distribution requires experience in various legal disciplines. With more than 145 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 and distribution companies, as well as many start-up franchises in a wide range of franchised businesses. They have written and lectured extensively on franchise and distribution topics, have been recognized by their peers for excellence, and are active in the American Bar Association Forum on Franchising, International Bar Association, 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 Leonard D. Vines at (314) 516-2602 or

For more information on how our Franchising and Distribution litigation attorneys can assist you, please contact Dawn M. Johnson at (314) 516-2678 or


View Attorneys in the Franchising and Distribution Practice Group

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