Franchising & Distribution


Miller Thomson’s Franchise & Distribution Law Group understands the law and the business of franchising. Our Canadian franchise lawyers have extensive experience advising established and emerging franchisors and franchise systems on how to best navigate the myriad of franchise laws in Canada in an ever changing regulatory landscape.

Our multi-disciplinary team advises sophisticated clients on expansion, the structuring of franchise systems, drafting disclosure documents, defending rescission claims, enforcing non-competition covenants, and providing advice in relation to dispute resolution, privacy, consumer protection, and financing, tax and regulatory matters. Our group draws upon the full breadth of the firm’s expertise in all practice areas, across all twelve of our national offices.   We have significant experience in all franchise sectors, including food service, retail, educational, hospitality and commercial services.

Our specific services include:

  • Advising franchisors in structuring and documenting their franchise systems;
  • Developing direct franchising models, negotiating and drafting master franchise agreements, area development agreements and joint ventures;
  • Drafting franchise agreements and franchise disclosure documents (FDDs);
  • Developing and implementing franchise disclosure compliance programs;
  • 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, CASL compliance and data protection issues;
  • Advising in relation to compliance with advertising and marketing laws, gift card and loyalty programs and payments;
  • 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.

Notable matters

  • 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

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