franchising and distribution
At McMillan, we believe that by understanding our clients' business environments and challenges, we can assist in identifying and taking advantage of the best opportunities. Members of the McMillan Franchising & Distribution Group work closely with colleagues and practice areas throughout the firm to combine resources and expertise and meet our clients' business needs.
Franchising
Our Group has broad experience in franchising matters and represents some of the largest franchisors in Canada. We advise on developing franchise systems, buying and selling franchises, converting existing businesses into franchises, and completing corporate reorganizations. We draft and negotiate franchise agreements, area development agreements, master franchise agreements, and territorial licences. We advise on protection of trade marks and proprietary information, and help in various methods of financing of franchise companies. When the going gets tough, we represent franchisors in all manner of disputes - from defending claims for breaches of franchise legislation and resisting injunctions designed to restrain terminations, to enforcing non-competition clauses against departing franchisees. We litigate aggressively and with only one goal in mind - to win. Our advice and representation in franchise matters, includes:
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Drafting franchise, master franchise, multi-unit, area franchise, territorial licenses, and international franchise agreements;
- Structuring of license and distribution arrangements;
- Preparing franchise disclosure documents;
- Acquiring existing franchise systems or individual franchise locations;
- Resolving franchisor/franchisee disputes (mediation, alternative dispute resolution, arbitration and litigation including class actions);
- Maintaining control of trade marks, franchise systems and other proprietary rights;
- Preparing territorial restrictions and non-competition covenants;
- Complying with legislation that governs advertising, advertising funds, contests, packaging and labelling, and other regulatory matters;
- Handling electronic and Internet issues affecting franchising in Canada, including domain names and websites;
- Advising re tax matters that affect franchising;
- Assisting with restructurings under the Bankruptcy and Insolvency Act and the Companies' Creditors Arrangement Act;
- Compliance with privacy laws;
- Terminating franchisor/franchisee relationships;
- Advising re franchise matters in Quebec; and
- Legal translation into French of agreements, manuals and other documents.
Distribution
Members of the McMillan Franchising & Distribution Group have extensive experience in advising major manufacturers, wholesalers, distributors and dealers on distribution matters. Manufacturers and wholesalers require a wide range of expertise to create and maintain their legal relationships with distributors, sales agents and other representatives through whom their products are marketed. Our lawyers have both skill and practical knowledge in this specialized area, and have worked with clients on agreements for use across Canada and in other jurisdictions. We also represent domestic and international clients in all types of litigation related to distribution networks, both before the courts and in industry-specific ADR settings such as the National Automobile Dealer Arbitration Program. For example, we have advised clients on:
Client Successes
We have assisted our franchise and distribution clients in a wide range of matters. For example, we represent purchasers of large Canadian and international franchise systems, advise master licensees and franchisees in negotiating various master license, franchise agreements, and establish joint ventures operating over a multitude of sites.
Our hotel industry experience is extensive. We represented a master licensee in the sale of one of the largest chains of hotels in Canada, and negotiated a number of master licenses for various Canadian hotel chains. In addition, we have advised on hotel reservation systems agreements.
Our Capabilities
McMillan is proud of our firm's membership in the Canadian Franchise Association and its Legal/Legislative Committee and the American Bar Association Forum on Franchising. Our lawyers often speak to franchising associations and groups on disclosure requirements, co-branding, e-commerce as it impacts franchising and on multi-unit franchising. Our lawyers also write for and present to other industry and academic audiences. Members of our Group have been recognized nationally and internationally by such organizations as Chambers and Partners, Best Lawyers in Canada, Who's Who Legal, Euromoney and Lexpert/American Lawyer Media as leading lawyers in Canadian franchising and distribution law.
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