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Stack of blue containers box, Cargo freight ship for import export 3D
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FRANCHISING & DISTRIBUTION

Franchising and distribution arrangements are important elements of our global economy. A strong franchising or other distribution network enables companies to grow revenues by expanding beyond their home markets to sell their products, services and customer experiences on a national or international stage. Many brands that are global household names today achieved their success through master franchisees and distributors who bring established products, services and customer experiences to international markets.

At McMillan, we understand that businesses involved in franchising face unique contractual and legal challenges. Franchisors have invested valuable time and money in developing brands and products, and they are entrusting third parties to uphold standards and maintain goodwill. In many provinces, franchisors also must comply with statutes requiring franchise disclosure.  Franchise participants require specialized legal counsel that can help protect their valuable assets, while maximizing their business opportunities.

McMillan’s franchise and distribution lawyers have extensive experience navigating the complexities of franchise law as they provide strategic legal advice on franchising and distribution arrangements to some of the world’s largest franchisors and distributors. Our team – which includes a former in-house counsel and franchise law specialist from one of the world’s best-known fast service restaurants – advises clients throughout the entire franchise life cycle. We help global brands assess and establish franchise systems, draft the legal documents required to ensure the effective operation of the franchise, resolve franchise disputes between franchisor and franchisee through mediation, arbitration or litigation, and advise on the process behind purchasing and selling a franchise.

FRANCHISE LITIGATION

McMillan’s litigation lawyers have wide-ranging experience representing Canadian, American and other international franchisors and suppliers in all manners of franchising and distribution disputes. We regularly represent brand-name franchisors and manufacturers in litigation brought by franchisees, dealers and distributors, including defending against injunctive relief, defending disputes regarding dealer and franchisee termination, and cases based on franchise legislation. These cases often relate to claims seeking rescission remedies for late or allegedly deficient disclosure, alleging failure to disclose material facts, alleging misrepresentations in disclosure documents or statements of material change, and alleging breach of the obligation of fair dealing.

Our lawyers are well-versed on provincial legislation for franchise agreements and seasoned experts at navigating disputes towards the most profitable outcomes. Nationally renowned for thought leadership in franchise legislation and law, several members of our franchise practice serve on the Canadian Franchise Association’s Legal and Legislative Affairs Committee and routinely write and lecture on franchise and distributorship issues.

Our expertise ranges from defending claims for breaches of provincial franchise legislation, deficient disclosure documents and resisting injunctions designed to restrain terminations, to enforcing non-competition clauses against and recovering inventory and payments from current and former franchisees/distributors.

In the distribution area, we advise major manufacturers, wholesalers, distributors and dealers on a full range of distribution matters, helping them create and maintain their legal relationships.

As a leader in franchise and distribution law, McMillan helps clients by:

  • Drafting the complete range of franchise and supporting agreements including master franchise agreements, and distribution and sales representative agreements
  • Structuring license and distribution arrangements
  • Preparing franchise disclosure documents and keeping them current
  • Advising on the financing, acquisition or sale of existing franchise systems or individual franchise locations
  • Assisting with the termination of franchisor/franchisee, distributor and agency relationships
  • Advising on the purchase or sale of distribution businesses
  • Resolving franchisor/franchisee disputes
  • Advising on and enforcing the protection of trademarks and other proprietary rights
  • Advising on legislation governing advertising, contests, packaging and labelling, and other regulatory matters
  • Preparing territorial restrictions and non-competition covenants
  • Advising on the development of distribution networks
  • Advising on and litigating the applicability of franchise legislation to distribution and sales representative relationships
  • Advising on and defending against alleged breaches of franchise legislation and other distribution-specific legislation
  • Advising on the termination of franchisees and distributors and defending termination decisions
  • Defending clients in class actions
  • Litigating and enforcing intellectual property rights, restrictive covenants and non-competition clauses
  • Recovering inventory and enforcing payment obligations
  • Resolving disputes through alternative dispute resolution, including mediation and arbitration

Primary Contacts

View All Contacts
John Clifford
Partner, Business Law | Mergers & Acquisitions
W. Brad Hanna, FClArb.
Partner, Corporate Commercial Litigation

News

Insights (61 Posts)

Featured Insight

Mandatory Vaccination Policy: “Reasonable, Enforceable”

A labour arbitrator upheld an employer’s mandatory vaccination policy, finding the policy to be reasonable and enforceable.

Read More
Nov 11, 2021
Featured Insight

Certification Denied: An Important Win for Competition Class Action Defendants

Certification denied in DRAM class action.

Read More
Nov 10, 2021
Featured Insight

A Tale of [NORSTEEL in] Two Cities

The recent decision in Norsteel Building Systems Ltd. v. Toti Holdings Inc. highlights the importance of trademark clearance searching for businesses.

Read More
Nov 10, 2021
Featured Insight

Privacy Commissioner Releases More Guidance for Video Teleconferencing Companies

Video teleconferencing companies face unique cybersecurity and data privacy risks. The OPC has new guidance on how these companies can best address them.

Read More
Nov 3, 2021
Featured Insight

Real Estate Litigation: Summer Highlights

Even in the summer months, the legal news does not let up. Here are some recent decisions and legislative developments as we head into the 2021 fall season.

Read More
Sep 21, 2021
Featured Insight

Watch as that Trust is Swept Away

Suppliers and subcontractors in the construction industry should be mindful of a recent unreported decision of the Ontario Superior Court of Justice.

Read More
Jul 30, 2021
Featured Insight

Another Franchisor Freshly Squeezed by Material Deficiencies in its Disclosure Document

The Court in Freshly Squeezed applied the Raibex test to determine what deficiencies in disclosure entitle a
franchisee to the two-year rescission remedy.

Read More
Jun 14, 2021
Featured Insight

Québec Class action – What’s new? Examination of the defendant at the authorization stage

EIn class actions, the right to examine an affiant is the subject of conflicting case law.

Read More
Jun 14, 2021
Featured Insight

Canadian Privacy Commissioners Issue Joint Guidance on Vaccine Passports

Commissioners warn that privacy considerations must be “front and centre” as organizations develop and implement vaccine passports in the coming months

Read More
May 25, 2021
Featured Insight

BILL 96 – Top 10 Impacts of the Revised Charter of the French Language on your Business and When to Expect Implementation of Such Revisions

Changes to Québec’s language laws are coming. Here is a top ten list of potential impacts, and the likely timeline and process for adoption.

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May 19, 2021
Featured Insight

Commercial Leases During the COVID-19 Lockdown: Where are we Headed?

Ontario has also passed legislation to protect commercial tenants.

Read More
May 17, 2021
Featured Insight

Mandatory Vaccination Policies for Employees: Enforceable or a Shot in the Dark?

There are vaccines, and there will be (at some point) enough for everyone in Canada to receive it. But what happens if your employees refuse to be vaccinated?

Read More
Dec 23, 2020
Featured Insight

Sick, Lies, and Questionnaire: Arbitrators Uphold Terminations of Employees who Breached COVID-19 Safety Protocols

Two recent labour arbitration decisions held that attending work in breach of employer COVID protocols can lead to termination for cause.

Read More
Dec 9, 2020
Featured Insight

Canada’s New Cybersecurity Certification Goes Live

The federal government has launched a voluntary CyberSecure program to help small and medium-sized organizations protect against cybersecurity threats

Read More
Oct 13, 2020
Featured Insight

Mandatory Indoor Face Coverings: What Ontario Employers Need to Know

Mandatory Indoor Face Coverings: What Ontario Employers Need to Know

Read More
Oct 6, 2020
Featured Insight

Amendment to Ontario Franchising Legislation

The Amendment to Ontario's franchise legislation coming into effect on September 1, 2020 brings changes that have been eagerly awaited by franchisors.

Read More
Aug 28, 2020
Featured Insight

Federal Court Defends CASL, Says Prohibition on Spam is Constitutional

he FCA ruled that CASL's provisions relating to the regulation of commercial electronic messages are constitutional, despite challenge from CompuFinder

Read More
Jul 1, 2020
Featured Insight

Material Adverse Effect Clauses in a COVID-19 World

Review and analysis of recent developments where parties try to rely on MAE clauses as a mechanism to avoid closing a transaction.

Read More
Jun 23, 2020
Featured Insight

Privacy Penalties – Canadian Competition Bureau Wades Into Privacy Enforcement

Organizations operating in Canada are advised to immediately review their privacy-related policies and marketing to avoid false or misleading representations

Read More
May 26, 2020
Featured Insight

9 Things You Should Do Right Now to Protect Your Franchise System During the COVID-19 Pandemic

Tips to help franchisors mitigate risks that may result from the COVID-19 pandemic and how to prepare for future emergency business interruptions

Read More
May 13, 2020
Featured Insight

Caught by Release: Franchisees Can’t Have Their Cake and Eat It Too

New Vision Renaissance MX Ltd. v. The Symposium Café Inc confirms that Ontario Courts will uphold appropriately crafted releases given by franchisees.

Read More
Mar 30, 2020
Featured Insight

COVID-19: Alberta Government Announces List of Essential Services

Alberta's Government has published lists of essential services and non-essential places of business not permitted to
offer or provide services to the public.

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Mar 29, 2020
Featured Insight

COVID-19: “Essential” Information About the Consequences of Continuing to Operate a “Non-Essential Business” in Ontario and Québec

An outline of the potential consequences to continuing to operate a business ordered to close by the governments of Quebec and Ontario.

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Mar 25, 2020
Featured Insight

Unbearable Lite-ness: Lenders’ Remedies in the Age of Missing Covenants

The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.

Read More
Mar 23, 2020
Featured Insight

Coronavirus: Harbinger of a New (Old) Approach to Restructuring in Canada?

Restructuring options and challenges in the time of COVID-19.

Read More
Mar 20, 2020
Featured Insight

An Unsigned Certificate Remains a Fatal Franchise Disclosure Document Flaw in a Post-Raibex World

An Ontario Superior Court decision confirms that an unsigned certificate accompanying a Franchise Disclosure Document can constitute a fatal flaw entitling a franchisee to rescind the agreement.

Read More
Feb 19, 2020
Featured Insight

Can I Tell You Something in Confidence?” Legal Privilege in M&A Transactions

The authors discuss challenges to maintaining legal privilege in M&A transactions. Parties in Ontario can learn from the experience of other jurisdictions.

Read More
Jan 22, 2020
Featured Insight

Contact Information Posted on Websites Not Necessarily Up for Grabs

Investigation findings of the Office of the Privacy Commissioner highlight issues surrounding the use of personal contact information posted on websites

Read More
Dec 19, 2019
Featured Insight

Advisory Council Recommends that Ontario Government Clarify Provisions of the Arthur Wishart Act (Franchise Disclosure), 2000

The Ontario government recently established an advisory body called the Business Law Modernization and Burden Reduction Council.

Read More
Nov 8, 2019
Featured Insight

The Supreme Court of Canada rules on the distinction between an employee and an independent contractor or franchisee in Québec pursuant to a franchise agreement

The Supreme Court of Canada rules on the distinction between an employee and an independent contractor or franchisee in Québec pursuant to a franchise agreement

Read More
Jul 31, 2019
Featured Insight

The Next Phase of Canadian Cannabis: What to Expect in 2019 and Beyond

On June 14, 2019, Health Canada unveiled its Final Regulations for New Cannabis Products

Read More
Jun 21, 2019
Featured Insight

Franchise Law Webcast: Trends Affecting Franchise Systems Operating in Canada

In this interactive Q&A style webinar, members of our franchise and distribution team will provide an overview of the Canadian legal landscape and recent trends affecting franchise systems operating in Canada.

Apr 25, 2019
Featured Insight

A Word of Warning to Franchisors – ADR Provisions May Postpone the Limitation Period for Rescission

In PQ Licensing S.A. v. LPQ Central Canada Inc., the Court' decision hinged on the alternative dispute resolution provisions set out in the franchise agreement.

Read More
Nov 2, 2018
Featured Insight

No Injunction For You – Recent Victory for Franchisors Seeking to Terminate Franchise Agreements

July 2018, a recent decision by the Ontario Superior Court gives guidance to when the courts will refrain from granting interlocutory injunctions to franchisees

Read More
Jul 10, 2018
Featured Insight

A Roundtable with the Commissioner – Thoughts on effective engagement with the Competition Bureau

Join Commissioner of Competition John Pecman and senior officials from the Competition Bureau for an "insider" discussion of the most effective ways to make your case to the Competition Bureau.

Details
May 3, 2018 - 4:15 PM to 6:00 PM
Featured Insight

Ontario Court of Appeal Finds for Franchisors: Imperfect Disclosure is Not Equivalent to No Disclosure

On January 25, 2018 the Ontario Court of Appeal released its eagerly-anticipated decision in Raibex Canada Ltd. v ASWR Franchising Corp.

Read More
Feb 1, 2018
Featured Insight

Seller Beware: The Dangers of Sales Language

Winning a bid dangerous when materials use exaggerated hyperbolic language and contain injudicious claims to performance suitability reliability and functionality of goods or services offered

Read More
Jan 19, 2018
Featured Insight

Proposed Changes to the Competition Bureau’s Immunity Program Will Undermine Effective Cartel Enforcement in Canada – Comments of McMillan LLP on the Consultation Draft dated October 26, 2017

Several proposed revisions to Immunity Program under the Competition Act will have unintended but serious consequence of decreasing applications for immunity

Read More
Jan 1, 2018
Featured Insight

Changes to Ontario’s Franchise Legislation: Bill 154 Receives Royal Assent

Changes to Ontario's Franchise Legislation: Bill 154 Receives Royal Assent

Read More
Nov 29, 2017
Featured Insight

Changes to Ontario’s Franchise Legislation Are Underway

Changes to Ontario's Franchise Legislation: Bill 154 Receives Royal Assent

Read More
Oct 3, 2017
Featured Insight

Ontario Government to Grow LCBO: Recreational Cannabis to be sold at Government Stores

Ontario Government to Grow LCBO: Recreational Cannabis to be sold at Government Stores

Read More
Sep 8, 2017
Featured Insight

Release Me: Ontario Court of Appeal Clarifies When Franchisors Can Enforce Releases

Release Me: Ontario Court of Appeal Clarifies When Franchisors Can Enforce Releases

Read More
Jul 11, 2017
Featured Insight

Ontario Court of Appeal to Franchisors: “Comply with your disclosure requirements, or else…”

Ontario Court of Appeal to Franchisors: "Comply with your disclosure requirements, or else..."

Read More
Jun 9, 2017
Featured Insight

Changing Workplaces Review Final Report – Who Must Bargain with Franchise Employees?

Changing Workplaces Review Final Report – Who Must Bargain with Franchise Employees?

Read More
May 29, 2017
Featured Insight

We’ve Overpaid, Now What? OLRB Confirms Employers’ Obligations in Addressing Pension Overpayments

We've Overpaid, Now What? OLRB Confirms Employers' Obligations in Addressing Pension Overpayments

Read More
Mar 3, 2017
Featured Insight

Reminder: BC Franchise Legislation in Effect February 1st, 2017

Reminder: BC Franchise Legislation in Effect February 1st, 2017

Read More
Jan 25, 2017
Featured Insight

CSA Provides Cybersecurity Risk Disclosure Guidance and Best Practices for Reporting Issuers

CSA Provides Cybersecurity Risk Disclosure Guidance and Best Practices for Reporting Issuers

Read More
Jan 6, 2017
Featured Insight

Now in Force: Ontario’s Healthy Menu Choices Act, 2015

Now in Force: Ontario's Healthy Menu Choices Act, 2015

Read More
Jan 4, 2017
Featured Insight

Making Better Food Choices: Health Canada’s Vision for Canadians

Making Better Food Choices: Health Canada's Vision for Canadians

Read More
Dec 14, 2016
Featured Insight

Arbitration Clauses and Shareholder Disputes: Clarity from the Ontario Court of Appeal

Arbitration Clauses and Shareholder Disputes: Clarity from the Ontario Court of Appeal

Read More
Oct 24, 2016
Featured Insight

Proposed Amendments Could Shake Up Vancouver’s Short-Term Rental Market

Proposed Amendments Could Shake Up Vancouver's Short-Term Rental Market

Read More
Oct 17, 2016
Featured Insight

Franchise Legislation has Arrived in British Columbia

Franchise Legislation has Arrived in British Columbia

Read More
Oct 6, 2016
Featured Insight

A Good Liability Exclusion Clause Can Protect You From A Bad Termination Of Contract

A Good Liability Exclusion Clause Can Protect You From A Bad Termination Of Contract

Read More
Aug 24, 2016
Featured Insight

From Franchisor to Joint Employer – Update on Potentially Increasing Liabilities of Franchisors for the Employees of their Franchisees

From Franchisor to Joint Employer – Update on Potentially Increasing Liabilities of Franchisors for the Employees of their Franchisees

Read More
Aug 9, 2016
Featured Insight

Big Changes Coming to Canadian Franchise Legislation

Big Changes Coming to Canadian Franchise Legislation

Read More
Apr 25, 2016
Featured Insight

Franchise Legislation is Coming to British Columbia

The long-discussed Franchises Act of British Columbia (the "Franchises Act") is making quick strides to becoming a reality.

Read More
Nov 13, 2015
Featured Insight

Arbitration Clauses and Shareholder Disputes: Are “Fussy Distinctions” Undermining Efficient Dispute Resolution?

Arbitration Clauses and Shareholder Disputes: Are "Fussy Distinctions" Undermining Efficient Dispute Resolution?

Read More
Aug 27, 2015
Featured Insight

Restructuring a Franchise in Crisis: Court Dismisses Former Dealers’ Class Action Against General Motors

Restructuring a Franchise in Crisis: Court Dismisses Former Dealers Class Action Against General Motors

Read More
Jul 23, 2015
Featured Insight

Use It Or…… Else: Patent Non-Use as Abuse of Dominant Market Position

Use It Or...... Else: Patent Non-Use as Abuse of Dominant Market Position

Read More
May 13, 2014
Featured Insight

New abuse of dominance enforcement guidelines

New abuse of dominance enforcement guidelines

Read More
Sep 25, 2012