


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
Primary Contacts
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INSIGHTS (50 Posts)
Mandatory Vaccination Policies for Employees: Enforceable or a Shot in the Dark?
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Dec 23, 2020
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Sick, Lies, and Questionnaire: Arbitrators Uphold Terminations of Employees who Breached COVID-19 Safety Protocols
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Dec 9, 2020
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Privacy Penalties – Canadian Competition Bureau Wades Into Privacy Enforcement
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May 26, 2020
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9 Things You Should Do Right Now to Protect Your Franchise System During the COVID-19 Pandemic
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May 13, 2020
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COVID-19: “Essential” Information About the Consequences of Continuing to Operate a “Non-Essential Business” in Ontario and Québec
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Mar 25, 2020
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An Unsigned Certificate Remains a Fatal Franchise Disclosure Document Flaw in a Post-Raibex World
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Feb 19, 2020
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“Can I Tell You Something in Confidence?” Legal Privilege in M&A Transactions
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Jan 22, 2020
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Advisory Council Recommends that Ontario Government Clarify Provisions of the Arthur Wishart Act (Franchise Disclosure), 2000
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Nov 8, 2019
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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
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Jul 31, 2019
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The Supreme Court of Canada rules on the distinction between an employee and an independent contractor/franchisee in Québec pursuant to a franchise agreement
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Jul 5, 2019
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A Word of Warning to Franchisors – ADR Provisions May Postpone the Limitation Period for Rescission
Nov 2, 2018
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No Injunction For You – Recent Victory for Franchisors Seeking to Terminate Franchise Agreements
Jul 10, 2018
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A Roundtable with the Commissioner – Thoughts on effective engagement with the Competition Bureau
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May 3, 2018
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Ontario Court of Appeal Finds for Franchisors: Imperfect Disclosure is Not Equivalent to No Disclosure
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Feb 1, 2018
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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
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Jan 1, 2018
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Ontario Government to Grow LCBO: Recreational Cannabis to be sold at Government Stores
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Sep 8, 2017
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Release Me: Ontario Court of Appeal Clarifies When Franchisors Can Enforce Releases
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Jul 11, 2017
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Ontario Court of Appeal to Franchisors: “Comply with your disclosure requirements, or else…”
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Jun 9, 2017
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Changing Workplaces Review Final Report – Who Must Bargain with Franchise Employees?
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May 29, 2017
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We’ve Overpaid, Now What? OLRB Confirms Employers’ Obligations in Addressing Pension Overpayments
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Mar 3, 2017
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CSA Provides Cybersecurity Risk Disclosure Guidance and Best Practices for Reporting Issuers
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Jan 6, 2017
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Arbitration Clauses and Shareholder Disputes: Clarity from the Ontario Court of Appeal
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Oct 24, 2016
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A Good Liability Exclusion Clause Can Protect You From A Bad Termination Of Contract
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Aug 24, 2016
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From Franchisor to Joint Employer – Update on Potentially Increasing Liabilities of Franchisors for the Employees of their Franchisees
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Aug 9, 2016
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Arbitration Clauses and Shareholder Disputes: Are “Fussy Distinctions” Undermining Efficient Dispute Resolution?
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Aug 27, 2015
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