Franchisors and franchisees alike face numerous business and legal challenges throughout the life of the franchise. Built into the sale and purchase of a franchise are certain promises that the franchisor and franchisee make to each other.
When a franchisor fails to deliver on its promises, or when a franchisor breaches its contract with the franchisee – such as changing the franchise policy, allowing another franchise close by to operate, and improperly refusing to renew a franchisee – this can have a profound economic effect on the franchisee and its employees. Likewise, when a franchisee fails to pay the franchisor royalties or infringes on the franchisor’s trademark, this, too, can have a significant impact on the franchisor and its shareholders.
The attorneys at Jardim, Meisner & Susser, P.C., provide an array of legal services for our clients – including start-ups and national franchisors – and have years of experience in reviewing franchise agreements, drafting and negotiating contracts, including mergers and acquisitions, and litigating and arbitrating various disputes.
Franchise knowledge, business acumen
The firm’s franchise practice is led by C. Patteson “Pat” Cardwell, IV and Richard S. Meisner.
Pat Cardwell was formerly General Counsel of Realogy Corporation, the franchisor of six of the most recognized brands in the real estate industry: Coldwell Banker, Century 21, ERA, Sotheby’s International Realty, Better Homes and Gardens Realty, and Coldwell Banker Commercial. During his tenure as General Counsel, Pat was responsible for the management of thousands of cases worldwide. After ten years of representing Realogy Corporation, Pat now represents franchisors and franchisees in various industries.
Richard S. Meisner was formerly Senior Vice President, Law, of Cendant Corporation (then Realogy Corporation), which was the franchisor of six of the most recognized brands in the real estate industry. In his role at Cendant Corporation, Rich regularly handled a variety of corporate and transactional matters, and corporate compliance and governance functions. Since entering private practice, Rich has focused on various legal matters affecting employees and employers alike, including business contracts, non-compete agreements, wage-and-hour matters, pension issues (ERISA), and franchise law.
Reviewing and negotiating contracts
We believe that franchisors and franchisees should be guided by the principal of growing their respective businesses together, and work towards reasonable legal solutions designed to obtain the best business plan for the franchisor and the franchisee. We can assist franchisors and franchisees in negotiating their new agreements and renewals.
On the franchisor and master franchisor side, we assist companies in preparing Franchise Disclosure Documents (“FDD” or “FDDs”) and other regulatory filings, and represents them in domestic and international franchise negotiations, renewals, assignments and disputes.
On the Franchisee side, we assist franchisees of all sizes to review Franchise Disclosure Documents, and in negotiations of new franchise agreements, franchise renewals, compliance, assignment of franchise agreements and approval of new franchisees.
Dispute resolution, arbitration or litigation
Franchisors and franchisees must work together for their mutual benefit. However, legal disputes can and do occur. Such disputes can arise at any time throughout the life of the franchise business. Some common disputes include:
- Improper disclosure
- Fraud and misrepresentation during the sale of the franchise
- Improper or inappropriate changes to the franchise policy that have a material adverse affect on the franchisees
- Permitting the opening of franchise or company owned offices that are too close to existing franchisees and impact their ability to do business
- Breach of the franchise agreement or implied duty of good faith and fair dealing, and improper termination of a franchisee
- Improper refusal to renew a franchisee
- Failure to report transactions
- Failure to pay royalty fees
- Failure to pay marketing fees
- Failure to comply with post termination obligations
We have expertise in all of these disputes and strive to help their clients negotiate these disputes amicably in an efficient and cost-effective manner. However, should litigation and arbitration become necessary, many of the attorneys at Jardim, Meisner & Susser have years of commercial litigation experience and will be available to offer any litigation support that may be necessary.
Mergers, acquisitions and master franchisees
We also assist franchisees in completing transactions with other companies. These transactions include acquisitions of franchises by their franchisors or their franchisor’s affiliate, mergers of franchisees with another company, and acquisitions by franchisees of other companies in its market place.
Additionally, we also assist master franchisees that have purchased franchise territorial rights to grow an established brand in a specific geographic market. For the master franchisees, we assist the master with its negotiations with its franchisor for the master rights, preparation and filing, if necessary, of the master franchisees offering circular, negotiation of the master franchisees unit franchise agreements with its franchisees, and all other day-to-day business issues of operating a master franchise.
Brand protection and trademark disputes
Every franchise has a brand – whether it is a symbol, motto, business model, unique product, or all of the above. Franchisors and franchisees know that the importance of brand protection is essential to the franchise business and cannot never be overemphasized.
Intellectual property is thus an essential aspect of franchise law, and we can help franchisors protect their intellectual property rights against third-party infringers and noncompliant franchisees. We also provide legal counsel to franchisors regarding damage to the goodwill of their brand and violations of trademark law. If the franchise’s damages are significant, our intellectual property law attorneys will be available to help litigate your case.
Let’s work together
Whether you’re thinking about purchasing or selling a franchise, or if you have a dispute with a franchisor or franchisee, or if your business faces a legal issue, our franchise law team looks forward to working with you. We will be glad to discuss any concerns you may have about your franchise at any time.
Because we strongly believe in building relationships, an initial consultation is always free. Contact Pat Cardwell and Rich Meisner to discuss your business needs.