Franchises & Franchisors

Franchise agreements define the rights and obligations of both the franchisor and franchisee for the entire term of the relationship. Disputes over royalty payments, brand standards compliance, territorial rights, renewal terms, and termination rights are common, and the outcome almost always turns on the specific language negotiated at signing and the conduct of both parties throughout the relationship.

We review and negotiate franchise agreements for both franchisors and franchisees, identifying problematic clauses, negotiating improved terms, and making sure both parties understand their rights and obligations before signing. The franchise agreement governs the entire relationship, and having experienced legal counsel at the table during negotiations changes the outcome.

• Royalty payment disputes and audit rights conflicts
• Brand standards compliance disagreements
• Renewal term and option exercise disputes
• Ambiguous territorial and exclusivity provisions

Franchisors are required to provide prospective franchisees with a Franchise Disclosure Document that meets specific federal and state requirements. FDD compliance failures can result in rescission claims, regulatory penalties, and significant liability for the franchisor. Keeping the FDD current and compliant with changing regulations is an ongoing legal obligation that requires experienced franchise counsel.

We help franchisors review and update their Franchise Disclosure Documents to meet current federal and state requirements, and we help prospective franchisees understand the FDD before they sign a franchise agreement. The FDD contains critical information about the franchise system, and understanding it thoroughly before committing is one of the most important steps a prospective franchisee can take.

• Outdated FDD disclosures that create rescission exposure
• State registration and exemption compliance gaps
• FDD Item 19 earnings claims disclosure issues
• Prospective franchisees signing before fully understanding disclosure obligations

Territorial disputes between franchisors and franchisees, including encroachment claims, territory modification disputes, and conflicts over online sales channels. Are among the most common and most contentious legal issues in franchising. When a franchisor opens a new location or channel that a franchisee believes infringes on their territory, the franchise agreement and the franchisor's course of conduct both become relevant.

We represent franchisors and franchisees in franchise disputes, including territorial conflicts, encroachment claims, and online channel disputes. We assess the strength of each position early, identify leverage, and pursue the most efficient path to resolution whether through negotiation, mediation, or litigation.

• New franchise location openings that encroach on existing territories
• Online and digital channel territory conflicts
• Territory modification attempts by franchisors
• Ambiguous territorial definition in franchise agreements

Franchise terminations and non-renewals are among the most legally complex and financially consequential events in the franchise relationship. Whether you are a franchisor seeking to terminate a non-compliant franchisee or a franchisee facing termination, the legal process requires careful attention to notice requirements, cure periods, and post-termination obligations that vary by state.

We guide franchisors through the termination and non-renewal process, making sure all notice requirements, cure periods, and post-termination obligations are met correctly. We also represent franchisees who are facing termination and believe the franchisor has not followed the required process or has acted in bad faith.

• Improper notice and cure period compliance in terminations
• Franchisee challenges to termination validity
• Post-termination non-compete and de-identification obligations
• Non-renewal disputes and renewal condition disagreements

Franchisors depend on consistent brand standards across all franchise locations to maintain the value of the brand. When a franchisee deviates from brand standards, operates outside the terms of the franchise agreement, or continues to hold out as part of the franchise system after termination, swift legal action is required to protect the brand and prevent further damage to the franchise system.

We help franchisors enforce brand standards and compliance obligations under the franchise agreement, pursuing cease and desist letters, injunctive relief, and litigation when franchisees violate brand standards or continue operating after termination. Brand consistency is the foundation of franchise system value, and protecting it requires fast, decisive legal action.

• Franchisee brand standards violations and non-compliance
• Unauthorized use of the franchisor's brand during and after the franchise term
• Post-termination holdover operations in violation of the franchise agreement
• Social media and digital brand standards enforcement

Buying or selling a franchise unit involves legal complexity that goes beyond a standard business acquisition, including franchisor consent requirements, transfer fees, training obligations, and assumption of the existing franchise agreement. Whether you are acquiring a franchise from an existing franchisee or selling your unit, the transaction requires experienced legal counsel who understands the franchise structure.

We represent buyers and sellers in franchise unit acquisitions and resales, handling due diligence, purchase agreement drafting, franchisor consent coordination, and closing logistics. Whether you are buying your first franchise unit or selling after years of operation, we make sure the transaction is structured correctly and your interests are protected throughout.

• Franchisor consent requirements and approval delays
• Transfer fee disputes and right of first refusal issues
• Franchise agreement assumption and liability allocation
• Due diligence gaps that surface after closing

Franchise businesses need legal counsel who understands the specific structure of the franchise relationship. The FDD obligations, the agreement dynamics, the termination process, and the brand protection requirements that are unique to the franchise industry. Pomeranz Law provides practical, business-focused legal counsel that understands how franchise businesses operate and what they need to protect their position.

• We understand the franchise agreement structure and the FDD compliance obligations unique to franchising
• We represent both franchisors and franchisees, giving us a clear view of both sides of every dispute
• We guide termination and non-renewal proceedings correctly from the first notice through closing
• Transparent, practical counsel without the overhead of a large firm