Franchise Law and Distributorships/Dealerships

Franchising is a specialized method of distribution of goods and services, regulated by state and federal law. Franchises can be a lucrative investment opportunity for entrepreneurs, as well as larger businesses, but also present many challenging risks to the franchisee-investor.

Saliterman & Siefferman franchise attorneys provide counsel to business organizations in planning and executing distribution programs, converting distribution programs from one method to another, managing franchise and dealer relationships, and resolving disputes through negotiation, litigation, or alternative dispute resolution procedures. We also counsel franchisee-investors, purchasing cooperatives, and associations of franchisees.

Our lawyers have served as franchise counsel to several national franchisors as well as regional franchisors. We have assisted franchisors in developing new franchise distribution programs, to transition existing franchise programs into non-franchise based systems, to transition non-franchise networks of dealers or distributors into a franchise-based system, and to buy and sell franchised business systems. We have helped clients establish and protect brand identification for franchise systems, and to negotiate manufacturing and supply contracts. Our support services include planning and structuring distribution alternatives, preparing franchise agreements, franchise disclosure and registration documents, and counseling in franchise sales regulation compliance efforts.

We have assisted franchisees in establishing and structuring new nationwide autonomous associations of franchisees, negotiating and renegotiating standard system franchise agreements, negotiating favorable settlements of both large and small scale legal disputes and litigation, establishing and operating cooperative purchasing and distribution programs, negotiating manufacturing agreements with independent competitive suppliers, and establishing independent franchisee-owned brand identification.

We handle franchise and dealer disputes across the country for numerous clients.

  • Setting up of Franchise for Franchisors
  • Setting up of Franchise for Franchisees
  • Subfranchise and Area Franchise Issues
  • Drafting of Franchise Applications for Registration with State Authorities
  • Drafting, Amending, and Renewal of Franchise Agreements
  • Drafting and Filing of Trademarks and Copyrights
  • Fraud in Franchise Sales and Operations
  • Unfair Trade Practice and Unfair Competition Issues and Litigation
  • Trade Dress Rights Protection and Litigation
  • Federal Trade Commission and Anti-Trust Law as affects Franchises
  • Franchise Sale and Purchase
  • Distributorship set ups and transactions
  • Setting up Alternatives to Franchises in which to conduct Business
  • Franchisor and Franchisee Relationships and Lawsuits
  • Unlawful Termination of Franchise Agreement
  • Franchise and Distributorship Termination Issues
  • Manufacturers Representative (Sales Representative) Business Formation Agreements
  • Manufacturers Representative (Sales Representative) Termination Litigation

Representative Experience:

  • The Firm has served as general counsel including advising on all legal aspects of franchise filings for one of America’s largest instant printing franchisors, and other franchisors.
  • The Firm has served as general and major counsel (including performing and advising on all legal aspects of franchise and trademark and filings) to one of America’s top three instant printing franchisors, and other franchisors.
  • The Firm has served clients in trademark searches, registrations, policing and infringement litigation, distribution litigation, and regulatory leasing actions throughout country.
  • The Firm recovered full contract price for Texas Based food products distributor for the delivery of Indonesian Food Products to a Minnesota based company. The client overcame allegations of transshipping and enforced its contract claims to recover 100% of the invoiced balance, almost $500,000.
  • The Firm has served as general counsel to two of Minnesota’s largest convenience store chains for years (with units in Minnesota and North Dakota) with respect to franchise litigation and registration.
  • The Firm has drafted and filed franchise formation documentation for the franchisor of a major national chain of restaurants and handled the regulatory and litigation matters for it.
  • The Firm has served as counsel to numerous franchisees in Minnesota including in the restaurant, grocery, and service industry.
  • The Firm has represented franchisees and subfranchisees on acquisitions and franchise set ups, operations, sales, and terminations.
  • The Firm has served as general counsel to Minnesota GMC Dealers Trade Association.
  • The Firm has represented the largest motor vehicle dealership chain in Minnesota.
  • The Firm represented owner of a Minnesota based restaurant chain in litigation against a large Texas based commercial landlord and in a dispute with the City of Minneapolis regarding licensing.  Both matters were resolved in favor of the client and business relationships were preserved with the landlord and the City.
  • The Firm has successfully represented major retail gas station and convenience store (we served for several years for the chain of stores) in major real property tax dispute (received attention not only in Minnesota but nationally).  Canopies over service station pumps were taxed as real property.  Our client contended that the large, expensive canopies (or shields for rain and snow and wind) were personality and not reality.  The Minnesota State Tax Court, through its Chief Judge, ruled the canopies were personality, being bolted or fixed to the real property.  This ruling by Minnesota’s highest level Tax Court received national attention in convenience store service station publications.  (It was later eventually reversed, by the Supreme Court.)
  • The Firm, after several days’ trial, successfully represented major southwestern United States restaurant chain (over 70 units) against alleged trademark infringement by client in Federal Court, Las Vegas, Nevada.  The former Minnesota client was a major restaurant chain located in Minnesota.  This case is considered a significant case in the subject of trade dress and intention to use.  We successfully defended the client against rights asserted of alleged infringement of trade dress.
  • The Firm served as national franchisor attorney to three well-known franchisors, some in our area and some with international locations throughout the country and world and in some instances doing initial franchise work, including preparation of franchise offering circulars and registration, trademark development and registration, and franchise agreements.
  • The Firm served as national trademark attorney to one of the largest precious metals dealers in the United States enforcing trademarks and related rights in Minnesota, California, Florida, Ohio, New Mexico, Hawaii, and Texas.