Miller Thomson’s Franchise Law Group understands the law and the business of franchising. Our national team has extensive experience advising established and emerging franchisors on how to best navigate the evolving myriad of franchising laws in Canada in an ever changing regulatory landscape.
Our group of seasoned professionals advises sophisticated clients on expansion from the United States and abroad, the development of franchising structures, compliance with disclosure obligations, dispute resolution, privacy, consumer protection, and complex financing, tax and regulatory advice. In addition, our group deploys a multi-disciplinary approach which draws upon the full breadth and depth of the firm’s expertise in all practice areas to meet our clients’ wide ranging needs. Our team of lawyers represents franchising clients in all franchise sectors, including food service, retail, educational, hospitality and commercial services.
Our specific services include:
- Assisting U.S. and foreign franchisors in structuring their expansion into Canada
- Developing direct franchising models, master franchises, area development arrangements and joint ventures;
- Drafting franchise agreements and disclosure documentation;
- Litigation and dispute resolution, including advising in relation to class actions, terminations, enforcement of non-competition and restrictive covenants, injunctive remedies, mediation and arbitration;
- Advising, through our Montreal office, in relation to offering franchises and operating in the Province of Quebec;
- Intellectual property protection, including obtaining, protecting and licensing trade-marks and other brand specific intellectual property;
- Advising on compliance with consumer protection legislation;
- Drafting privacy policies, social media policies and advising on privacy issues;
- Advising in relation to mergers and acquisitions; antitrust/competition law; income tax and commodities taxation matters; labour and employment issues; leasing and land acquisition; and insolvency and restructuring matters affecting franchises.
- Drafting franchise agreements and disclosure documentation for Canadian and U.S. franchisors operating in Canada.
- Drafting master franchise agreements for Canadian master licensees.
- Preparing national disclosure documentation, franchise agreements and providing tax and corporate structuring and compliance advice to new franchisors in Canada, US and internationally.
- “Canadianizing” foreign franchise documentation.
- Representing area developers with their expansion within their territory in Canada.
- Acting for a multi-unit franchisee in establishing Canadian credit facilities for expansion of its Canadian QSR outlets pursuant to its area development rights.
- Assisting a Canadian franchisor with franchise resale issues in the context of the sale by receiver of an insolvent franchisee’s assets.
- Advising a U.S. executive training franchisor with respect to Canadian franchise law, Canadian documentary requirements and the legal requirements for doing business in Canada.
- Advising a major U.S. food service franchisor with regard to its Western Canadian operations and drafted appropriate Canadian documentation to assist in this expansion
- Advising a major Australian food service franchisor with respect to its Canadian expansion plans and drafted appropriate Canadian documentation to assist in this expansion
- Advising a cloud computing business with respect to business structuring and advised through angel and venture capital investment rounds
- Acting as counsel to an international chain of convenience stores for over 30 years on a number of franchising and operating matters in Western Canada, including Alberta, Saskatchewan and Manitoba.
- Represented Petro-Canada in a class action brought by some of the franchisees. Our involvement also included litigation over close-out disputes, accounting discrepancies (including fraud); injunctions and involuntary termination.
- Negotiating master franchise agreements to assist U.S. based home maintenance franchisors in developing their international expansion plans.
- Pursuing an injunction against a franchisee in breach of its non-competition agreement and restrictive covenants
- Advising a large Canadian franchisor respecting its good faith obligations and its franchisees’ right to associate under provincial franchise legislation
- Assisting a foreign franchisor with deployment of its franchise concept in the province of Quebec
- Successfully defending a franchisor facing a rescission claim by a franchisee
- Administering franchise litigation in the enforcement of restrictive covenants against a competing former master-franchisee
Miller Thomson lawyers recognized in The Best Lawyers in Canada 2017
126 Miller Thomson lawyers from across the country and in numerous areas of law have been recognized for their expertise in the 2017 edition of The Best Lawyers in Canada. This result is up from 122 lawyers ranked last year....
Richard Leblanc and Pascale Cloutier author Canadian chapter in international franchise guide
Richard Leblanc and Pascale Cloutier, partners in Miller Thomson’s Franchise Group, have authored the Canadian Chapter in the 2015 edition of The International Comparative Legal Guide to Franchise published by Global Legal Group Ltd, London.
Richard Leblanc quoted in Franchise Times
Miller Thomson’s Richard Leblanc, based in the Toronto office and a member of the Franchise Law Group, is quoted in the May issue of Franchise Times discussing what U.S. franchisors should consider when expanding into Canada. In the article, “Oh,...
Richard Leblanc quoted in Financial Post
Miller Thomson’s Richard Leblanc, based in the Toronto office and a member of the Franchise Law Group, outlines the pros and cons of working with an area developer versus master franchisee in a recent Financial Post article. In the article...
Miller Thomson lawyers recognized by Who’s Who Legal Canada 2013
Miller Thomson is pleased to announce that 10 of its lawyers have been recognized in Who’s Who Legal Special Report Canada 2013 in six of the publication’s researched practice areas. The firm’s ranked lawyers with comments by reviewers are: Construction Scott J....
Pascale Cloutier and Fadi Amine co-authored a chapter on the impact of the Competition Act on franchising in Les Développements récents en droit de la franchise 2013 published by the Bareau du Québec.
Imran Ahmad speaks on data breaches and cybersecurity crises
Imran Ahmad participates as a member of an expert panel on “Preparing for and Responding to Data Breaches and Cyber Security Crises” at the 2016 Canadian Franchise Association’s Franchise Law Day.
Darren Smits and Dustin Merritt speak at franchise tradeshow
Darren Smits and Dustin Merritt are presenters at the Canadian Franchise Association Tradeshow on the topic of “Legal Pitfalls to Navigate when Purchasing a Franchise”.
Pascale Cloutier presents legislative update at franchise law conference
Pascale Cloutier speaks at the OBA 15th Annual Franchise Law Conference: Practicing Practical – A Focus on Business on the “Annual Legal and Legislative Update”.
Pascale Cloutier will be presenting on “Franchise Litigation: How Recent Canadian Decisions Will Impact Your Practice” at the Ontario Bar Association Franchise Law section’s Annual General Meeting.
Pascale Cloutier co-chairs the 14th Annual OBA Franchise Law Conference.
Pascale Cloutier speaks at Symposium of the Conseil Québécois de la Franchise on the topic of Provincial Franchise Legislation outside Quebec.
Richard Leblanc and Michael Robinson present on Franchising Your Business in Canada at the International Franchise Expo 2014.
Richard Leblanc chairs a session at the 2014 54th Annual IFA Convention in New Orleans
Richard Leblanc will be chairing a roundtable session on February 25, 2014 respecting Franchising in Canada – at the 2014 54th Annual International Franchise Association Convention in New Orleans February 22- 25, 2014
Pascale Cloutier and Fadi Amine will be speaking at the Quebec Bar (Barreau du Québec) Recent Development on Franchising conference on the topic of “Competition Law and Franchising”.
Richard Leblanc presents “The Enforcement of Franchisee Releases and Settlement Agreements in Light of the Tutor Time and Midas Cases” at the Canadian Franchise Association Legal Day
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OBA’s 13th Annual Franchise Law Conference
Richard Leblanc presents on a panel entitled: “The Silent Partners: Franchisor’s Associates, Brokers and Agents and Why So Many Lawsuits Name Them” at the Ontario Bar Association’s 13th Annual Franchise Law Conference. The conference is being held at the OBA Conference...
Proposed Amendments to the Healthy Menu Choices Act
The Ontario government has posted a proposed amendment to Regulation 50/16 (“menu labelling regulation”) under the Healthy Menu Choices Act, 2015 (“Act”). The Act requires food service premises with 20 or more locations in Ontario selling standard food items to...
New Regulation for Disclosure of Documents
The Province of Ontario has amended the regulation under the Arthur Wishart Act (Franchise Disclosure), 2000, S.O. 2000, c.3 to permit a disclosure document to be delivered to a prospective franchisee electronically or by courier. The new regulation goes into...
Is it Time to Expand my Franchise Concept Internationally?
The Franchise Voice, Winter 2016 Issue
After years of hard work, your franchise concept is finally taking off. You are enjoying brand recognition and repeat visits from happy customers. You are getting traction from prospective franchisees who want to invest in a fresh, promising brand.
A. Bill 45 – Healthy Menu Choices Act (Ontario) In November 2014, the Ontario government introduced Bill 45, which is aimed at promoting transparency and health in the province by enacting the Electronic Cigarettes Act, 2014, amending the Smoke-Free Ontario...
The International Comparative Legal Guide to Franchise 2015
First Edition, Global Legal Group
A practical cross-border insight into franchise law, jurisdictional chapter on Canada. To view the publication, please click here.
Legislative Update: New Laws Affecting Franchise Systems
The Franchise Voice
Chapter 8 in Miller Thomson’s Business Laws of Canada.
Main Impact of Competition Law in the Franchise Field
Recent developments in Franchise Law, the Department of Continuing Education, Quebec Bar Association, vol. 368
Quebec Language Charter: The Mandatory Duties of a Company
Franchise and Distribution, Federated Press
The Case for Electronic Disclosure (in Ontario)
Ontario Bar Association Franchise Law Newsletter, June 2013