Franchise Lawyers | Greyson Legal
Franchising is a method of distribution and expansion. It is not a business itself, but a way of doing business.
It is essentially a marketing concept involving an arrangement between a Franchisor and a Franchisee whereby the Franchisor’s knowledge, reputation, procedures, intellectual property and access to its branded products and services is licensed to a Franchisee. In return, the Franchisee pays certain fees and royalties to the Franchisor and agrees to comply with certain obligations typically set out in a Franchise Agreement and Operations Manual.
Franchising is a mechanism which allows for broader brand recognition and is based on standardisation and consistency of products and service delivery across the franchise network.
To be successful, each piece of the franchise puzzle must fit and work together. From a Franchisor's perspective they are looking for Franchisees that have adequate capital; previous business, professional or other life experience compatible with the Franchisor's culture and the requirements of the franchise system; an entrepreneurial nature; related skills; enthusiasm for the brand; able to work autonomously as business owner, as part of a team and within a broader franchise network; and the motivation and time to devote to the franchised business. For Franchisees, ideally any franchise system they are seeking to be a part of should be based on appropriate due diligence, including assessing:- the costs involved; that the Franchisor is reputable; the franchise model is proven; at what point in the business life cycle is the franchise system, the terms and conditions of the Franchise Agreement and other contractual documentation is reasonable; etc. Prospective Franchisees should also assess their your own financial resources, skills and capabilities to deal with the requirements of the Franchised Business.
Getting the Right Legal Advice
Franchising law is a niche commercial legal practice area.
It is important to get the right advice and assistance from lawyers experienced in franchise law. Greyson Legal is a leading boutique franchise law firm, its Principal having acted for nearly 20 years as a franchise lawyer. We are well positioned to assist our Franchisor clients to set up, manage and grow their franchised system in an ever-changing legal and economic environment.
We have come across a number of instances where clients have either not obtained legal advice or obtained legal advice from lawyers not familiar with franchising law. When issues regarding the operation of the Franchised Business have arisen or disputes between Franchisor and Franchisee have escalated, these clients then find themselves in difficult, costly and protracted legal arguments trying to seek a resolution of the matter. Although we have a good track record of assisting clients to achieve a resolution where disputes occur, we find that if clients had obtained the correct advice at the start they may have avoided the situation they now find themselves in.
Our clients range from start-ups and sole traders through to larger business enterprises, across a variety of industries, including retail, food and hospitality, services, fitness and leisure, building and construction, promotion and education.
For leading franchise advice and assistance, contact Greyson Legal | Franchise Lawyers.
Buying a Franchise Business
Are you thinking about:
- entering into a Franchise Agreement;
- how to buy a franchise;
- buying into a franchise;
- getting advice on buying a franchise;
- opening a franchise business.
Buying a franchise business is a big decision. You need to consider the purchase carefully, undertake relevant due diligence and get appropriate professional advice from a lawyer and accountant before you sign.
As leading franchise lawyers familiar with this field of law, we can assist you in the best possible way.
As a prospective Franchisee there are number of factors to consider, some of which might include:
- the term and options (or renewal terms) of the Franchise Agreement;
- what happens at the end of the term;
- what territory to choose and business location;
- does the Franchise system include advisory councils;
- the type and extent of Franchisor training;
- what Franchisor support is provided;
- is the Franchisor utilising a marketing fund;
- will the franchise business be mobile-based (or operate from fixed premises through a lease or occupancy licence);
- to what extent will the Franchisor control pricing of the products and services you will sell.
These are just a few issues to take into account.
Franchise Client Matter Highlights
- We assisted one of our clients with setting up the legal framework to expand their fitness education and training business in Australia through a franchising model. Greyson Legal have since provided further advice and assistance to that client in relation to their international licensing arrangements, their trademarks and other intellectual property protection strategies.
- We represent an Australian protective coating business in respect of its Australian and international development, including franchising, distribution and licensing requirements. This includes an extensive franchise network and helping our client to manage their trade mark and intellectual property portfolio.
- We have advised a number of franchisee clients in relation to the legal documentation related to the acquisition of various franchised businesses, including:- Franchise Agreements, Disclosure Documents, Franchising Code compliance and related contracts.
- We helped a client develop their marketing and promotions business by setting up a franchise model with outlets in different locationsaround Australia and establishing a Master Franchise in New Zealand.
- We have advised both franchisors and franchisees in regards to their respective rights and obligations where franchise disputes have occurred and provided guidance in relation to dispute resolution processes, such as, through mediation or other litigious action.
Our Range of Franchising Legal Services
Franchise Business Acquisition and Sales
For entrepreneurs looking to purchase a franchised business, we can:
- review and advise you on all franchise documentation to ensure that you are aware of your rights and obligations as a prospective Franchisee;
- explain the effect of the Franchising Code of Conduct as it relates to the transaction;
- advise you on the terms & conditions of any associated Contact of Business Sale;
- assist you in negotiations with the Seller and Franchisor;
- undertake the business conveyance process through to settlement;
- where applicable, advising and assisting you with any associated lease or occupancy licence.
Apart from the franchise agreement and disclosure document, there are a range of ancillary legal documents that are needed in connection with a franchise acquisition, for example, confidentiality deeds, deeds of guarantee and other documents prescribed by the Code, such as a legal advice certificate or statement. We also assist with this legal documentation.
If you are an existing franchise business owner looking to sell your business, at Greyson Legal | Franchise Lawyers we have the necessary skills and expertise to guide you through that process.
We assist our:
- Franchisee clients with Franchise Agreement reviews, advice and assistance negotiating any agreed changes to the agreement;
- Franchisor clients to develop and prepare Franchise Agreements that meet their business needs, and which also complies with the Franchising Code of Conduct and other laws.
An Operations or Procedures Manual is an important component of the franchised business. It is the blueprint which captures the critical know-how and sets out the various processes and methods of undertaking the business.
We can assist with the creation of or review of these manuals.
Infringements of the Franchise Code of Conduct can result in fines, penalties and potential termination rights, so it is important to get advice from lawyers familiar with the Code. We have this expertise. If you have any questions about the Code or compliance infringements and your associated obligations and/or rights, contact Greyson Legal | Franchise Lawyers.
Disclosure documentation is a regulatory pre-requisite of a franchise. At Greyson Legal | Franchise Lawyers, we:
- provide disclosure document review and advice to our Franchisee clients; and
- can prepare and update disclosure documents for our Franchisor client to ensure it complies with the Code.
Whether you are an existing Franchisor looking to grow your business by establishing a Master Franchise in another country or region, or considering acting as a Master Franchisee in Australia for an international company, Greyson Legal | Franchise Lawyers can assist you with that process.
Franchise System Setup
If you are an existing business owner and looking at ways to grow your business, then franchising may be a strategy worth considering.
Greyson Legal | Franchise Lawyers have extensive experience in franchise systems set up.
We represent a number of Franchisor clients with franchise outlets across Australia and with international interests.
Depending on the nature of the franchise system, a premises lease or occupancy licence maybe involved. The lease or occupancy licence may in turn be either of a commercial or retail nature.
In Queensland (as with other States and Territories in Australia), retail leasing is regulated. In terms of retail franchises, it is important to be aware of these statutory requirements.
Apart from the franchise agreement, leasing can also impose restrictions on a franchised business.
Greyson Legal | Franchise Lawyers are experienced in leasing - we can advise you about your rights and obligations under the lease or occupancy licence.
We can assist with reviewing, advising and negotiating commercial or retail leases (and drafting lease documentation).
Licensing and other agreements
Apart from the main Franchise Agreement, there are a range of supporting and ancillary legal documents. We can assist with preparing and/or reviewing licenses and other agreements, such as:
- IP Licenses
- Confidentiality Agreements
- Deeds of Guarantee
- Security Agreements (PPSA)
- Restraints of Trade; and
- the like
Intellectual Property (IP)
A key component of franchising is the ability of the Franchisor to effectively licence its IP (e.g., trademarks and copyrighted material) to Franchisees in connection with the brand.
Some IP can be owned by other entities associated with the Franchisor. Franchisors then enter into separate IP Licenses with those entities, pursuant to which the Franchisee is then granted a right as sub-licensee.
As part of a Franchisee's due diligence it it important to check the Franchisor's IP is in fact in place and current or that any IP Licence is properly granted.
You can feel confident that Greyson Legal | Franchise Lawyers will advise you about your IP obligations under a franchise agreement.
Where we act for Franchisors, we can conduct an IP audit and advise you about matters relevant to your IP, including structuring and registering trademarks within Australia and internationally.
Franchising involves a relationship between the Franchisor and Franchisee. Sometimes, this relationship breaks down and a dispute arises.
At Greyson Legal | Franchise Lawyers we have the skills necessary to assist you with dispute resolution, whether that be through assisting you to negotiate an agreed outcome, formal mediation, or in more serious disputes - litigation.
The Principal has successfully assisted a number ofclients to either negotiate a settlement or mediate a dispute, thereby avoiding the costly exercise of litigation.
Where a negotiated or mediated outcome to a dispute cannot be achieved, we can advise and represent you in court proceedings. We have connections with a number of barristers whom are also able to provide appropriate counsel.
- investigate alleged breaches of the Code
- issue infringement notices
- initiate court action seeking penalties, injunctions, compensation, damages or other orders
Franchise Systems our clients have been involved with
Over the past near 20 years the Principal has acted for numerous clients in relation to the acquisition or sale of franchised businesses connected with many well-known brands, such as:
Food, coffee and hospitality franchises, like:
- McDonalds Restaurants
- The Coffee Club
- Gloria Jean's Coffees
- Brumby’s Bakery
- Bakers Delight
- BB’s Café
- Sumo Salad
- Stella Rossa Cafe
- Donut King
- Cheesecake Shop
- Grill'd Restaurants
- Toscani's Restaurants
- Outback Jacks
- New Zealand Ice Cream
- Paul’s Home Delivery
- Bucking Bull
- Pizza Hut
- Domino's Pizza
- Pizza Capers
- Eagle Boys
Service based franchises, like:
- Video Ezy
- Ultra Tune
- Battery World
- Price Attack
- Jim’s Mowing
- Clark Rubber
- Refund Home Loans
- Fastway Couriers
- and others.
Looking to Expand Your Business ?
- Are you an existing business owner thinking about ways to build and expand your business ?
- Is the business trading successfully ?
- Is your business concept distinctive and proven ?
- Can your business concept be replicated ?
If you answer "yes" to these initial questions, then franchising may well be a business growth strategy you can adopt.