Franchise Law

The Law Offices of Hernán Cortés Rodríguez, provide a full range of legal services to meet the unique needs of companies that use franchising to market goods and services.  

 

We use our resources, including our associates and legal assistants, wisely to promote efficiency, but never as a substitute for the personal attention of the partners with whom our clients have developed a trusting relationship.  Our interest is in building a long-term relationship with our clients, which we have successfully done.  We have represented many franchisors for a decade or longer.

What We Do

 

Developing A Franchise Program Or Avoiding One We help clients decide whether franchising is right for them.  When companies choose franchising to distribute their goods or services, our franchise attorneys work closely with them to structure their programs and to develop user-friendly franchise documents.  When franchising is not the answer, we help structure agency, licensing and independent-distributor arrangements that will achieve the client’s business objectives.

 

Our Diverse Client Base

 

Our attorneys work with franchisors in a wide range of retail and service industries, including quick service and casual dining restaurants, tax return preparation, test preparation and supplemental educational services, sporting goods and apparel, custom storage services, cosmetics, veterinary hospitals, business coaching services, hotels and hospitality providers, staffing services, retail battery centers and many others.

Regulatory Compliance

 

Franchisors must comply with myriad state, federal and foreign laws governing franchise offerings.  We guide franchisors through this regulatory maze. Our attorneys prepare Uniform Franchise Offering Circulars (UFOCs) and file state registrations for all relevant jurisdictions.  Whenever possible, we take advantage of exclusions and exemptions that permit our franchise clients to avoid or reduce the burden of regulation.

 

Franchise Marketing

 

Marketing a franchise concept presents its own set of challenges.  For clients that decide to publish “earnings claims” or financial performance information, our franchise attorneys help compose the UFOC disclosure and appropriate disclaimers.  We regularly review ads, brochures, DVDs, direct mail pieces and other franchise marketing materials.  We guide franchisors on using the Internet and telemarketing to promote their franchise concepts, including compliance with do-not-call requirements.

 

Managing the Business Relationship

 

We advise franchisors on their contractual rights and obligations, as well as restrictions imposed by franchise relationship laws and other laws.  Clients rely on our franchise attorneys to solve problems arising from:

 

Enforcement of system standards.

  

Renewal and termination of franchise rights

Noncompetition covenants

Purchasing requirements

Advertising programs

Perceived discrimination among franchisees

Encroachment claims 

Advisory councils and franchisee associations

Other legal challenges that arise in managing a franchise system

Acquiring and Selling Franchise Companies and Franchised Units

Our attorneys advise clients who wish to buy or sell interests in franchise companies.

 

The transactions in which we have been involved include sale of the franchisor's stock to a private equity investor or strategic buyer, sale of the assets of the franchise system, private placements, debt financing, project financing and financial restructuring.  Our attorneys have represented acquiring franchisors and private equity funds, as well as acquired companies.  We also represent franchisor clients in the sale of company-owned units to franchisees and in purchasing units from franchisees. 

 

Litigation and Dispute Resolution Our litigators shall defend franchisors against virtually every type of claim that can arise in a franchise relationship, including:

 

Allegations of wrongful termination

Claims of breach of contract and alleged lack of good faith and fair dealing

Disputes over franchise renewals

Claims arising out of system acquisitions and divestitures

Claims by franchisee associations

Class actions Attacks on system purchasing requirements

Vicarious liability for franchised outlets 

Encroachment claims, including encroachment by e-commerce.

 

Our franchise attorneys enforce system standards, challenge violations of noncompetition covenants and enjoin trademark infringement.  We represent clients regularly in state and federal courts throughout the country, as well as in arbitration proceedings, mediation and government investigations.

 

International Franchising

 

Our franchise attorneys regularly advise U.S.-based clients on franchising in other countries and related issues, including development and negotiation of international franchise agreements with the help of a network of trusted foreign counsel.  For special problems with import-export restrictions and U.S. and international trade sanctions, we call on the firm's international trade specialists. 

Intellectual Property

We have experience in a full range of domestic and international trademark, copyright and patent matters.

 

Our franchise transactional and counseling attorneys have:  

 

Conducted franchise due diligence and served as special counsel in the acquisition of numerous franchise companies. We have assessed the target company’s level of regulatory compliance, determined the status of existing franchise agreements, and identified potential risks and liabilities that the acquisition documents should address.  

 

Counseled companies on a continuous stream of international franchise projects, including new master franchise and development agreements, joint ventures, franchise terminations.

 

Overhauled a client’s franchise program documents to achieve the company’s objectives of making the documents user-friendly and compatible with the company’s investor profile.

 

Structuring Business Relationships: Our attorneys provide significant assistance to clients in structuring their business relationships. The nature of the relationships developed with the assistance of our attorneys range from owner and investor to service provider and customer. The cutting edge issues characteristic of much of the firm’s practice, particularly in the communications and intellectual property areas, means that many of these relationships are formed in an atmosphere of great creativity and joint exploration. We assist our clients in the formation and maintenance of the full range of business entities, including limited liability companies, corporations (both U.S. and offshore) and general and limited partnerships. An element of this aspect of our practice is assisting our clients in determining the most efficient business structure in light of the client’s needs. Working with our tax attorneys, we structure transactions in a manner that best serves the current and future interests of our clients.