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.

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