Franchising

Franchise Issues Require Specialized Expertise

Franchising is a fast-growing segment of the economy that involves a broad range of business and legal issues requiring careful planning and structuring to ensure adequate controls and protection.

We assist franchisors and their in-house legal counsel on all issues related to establishing and maintaining franchise systems throughout Canada and, in particular, Quebec. We also have the requisite expertise to assist franchisors in venturing beyond Canadian borders to establish themselves internationally.

The attorneys who are part of the Franchising Sector Team are experts in Canadian and international franchising issues and the laws and regulations related to operating a franchise system. We are able to counsel clients regarding Quebec’s French language laws and the province’s uniqueness as a civil law jurisdiction, unlike the rest of Canada and the United States which are common law jurisdictions, an invaluable perspective when evaluating the impact of unique laws in other countries of civil or common law tradition for our clients expanding internationally.

Our Clientele

Our clients are franchisors involved in various product and service industries, including retail and e-commerce enterprises. They are primarily Canadian, U.S. and European franchisors seeking advice on the typical issues related to the acquisition or establishment of franchise systems in Canada and abroad. These include the jurisdictional requirements related to registration as a franchisor or disclosure to potential franchisees, and the key elements to operating a franchise in Quebec, with its unique business culture.

On the Cutting Edge

We are familiar with current developments in Canadian franchising and have the breadth and depth of talent to cover all of our clients’ legal needs. This includes issues related to real estate, franchising agreements, leasing and licensing, intellectual property, acquisitions and reorganizations, competition law, litigation, as well as labour law and tax.

• We offer advice on trade-mark issues, notably with respect to protection and registration, insertion of trade-mark controls in franchise agreements and monitoring of the use of trade-marks in marketing materials and advertising.
• We provide tax guidance related to retail sales tax, goods and services tax and income tax.
• We offer advice on labour issues, including wrongful dismissal, union certification, collective bargaining and unfair labour practice complaints.
• We draft and negotiate acquisition agreements related to the purchase of existing franchises.

Value Added Services

We do not limit our services to legal issues. Our attorneys’ business acumen enables them to assist clients in several other aspects of their operations. Our vast network of local and international business contacts allows us to tap into expertise that is vital to the success of franchising businesses.

We are experienced at handling a wide variety of business matters such as referrals to experts for finding locations and setting up the required registration with tax authorities. As a result, when clients are ready to open for business, they are not only aware of the franchising laws, they are also confident they will be kept abreast of all relevant day-to-day operational issues.

Creative Solutions Tailored to our Clients’ Needs

Our approach to providing effective legal services is based on a thorough understanding of our clients’ specific needs. We take the time to learn their business so we can respond to all relevant issues arising. We advise them of developments in the law and provide creative and pertinent solutions when necessary. Mindful of the fact that franchising is a business, we make a long-term commitment to help our clients create the partnerships they need to grow and succeed.

Key Services

• Drafting of agreements for product supply, construction, financing, and equipment and real estate leases
• Drafting of franchise, area development, master franchise, and test period agreements
• Establishing and maintaining franchise systems provincially, nationally and internationally
• Developing international franchising structures
• Franchise litigation
• Compliance with Quebec language legislation
• Franchise disclosure documents, non-disclosure agreements, operations manuals, franchise applications, guarantees, franchise transfers and other documents relating to the maintenance and operations of a franchise network
• Trade-mark protection and control in franchise agreements, and compliance in advertising and promotional materials
• Active participation in the Canadian Franchise Association (both National and Quebec divisions), the International Franchise Association and the American Bar Association Forum Committee on Franchising
• Networking in more than 70 countries with franchising and international expansion experts