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