Franchising & Distribution

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