Franchising, Licensing & Distribution

Franchise solicitors with expertise in both sides of franchising

The knowledgeable business lawyers in our Brisbane franchising team deliver pragmatic guidance on matters relating to both franchisors and franchisees.

We take the time to understand the unique facets of your business, as well as the network model, resulting in smooth, timely transactions and accurate legal advice grounded in ‘real world’ business experience.

As experts in fast growing network businesses, we have also developed a deep understanding of how intellectual property can be leveraged through licensing and distribution models.

What can our experienced franchise lawyers do for you as a franchisor?

Our franchise lawyers assist franchisor clients with a range of regulatory, compliance and goal-oriented transactions, including:

• Initial assessments and consultation on whether franchising is right for your business.
• Strategic advice on franchising structures, licensing, reseller, agency and distribution arrangements. We work closely with our tax specialist and can advise on taxation, GST, stamp duty and payroll tax advice.
• Preparing the wide range of franchise documentation required for a new system. This means creating documents and structures that are skilfully tailored to your specific business by people who know the ins and outs of franchise law.
• The protection of franchisor intellectual property rights including trade mark registration and enforcement (inside and outside of Australia).
• Draft an review of compliance with the Franchising Code of Conduct and dealing with the ACCC in respect of authorisations and notifications.
• Pricing, supply, misleading conduct, unconscionable conduct and other aspects of the Competition and Consumer Act 2010.
• Documenting licensing and distribution arrangements that do not fall within the Franchising Code of Conduct. We also have extensive experience in on- and off-shore manufacturing deals.
• Advice on the issue of new franchises including the handling of all documents and negotiations.
• Guidance with master franchising and area development.
• Help with meditation and dispute resolution.
• Advice with commercial property leasing including negotiation and preparation of premises leases, subleases and other real property matters.

We act for many franchisors across Australia and New Zealand. Many of our clients are household names with established national and international networks.

We assist new and emerging franchisors in the establishment process and regulatory framework.

Our typical engagement with a franchisor is a long-term business partnership. Some of this is spent issuing franchise documentation, dealing with franchisee transfers or renewals, and ensuring that updates to documentation are well-managed and compliant.

Our core role is to take away the compliance burden so you can focus on your business.

Strategic management of franchisee relations is also crucial to the success of any franchise. Tactful management of franchisee issues is an integral part of our service. Whether that involves a strong-handed approach to ensure compliance, or something more delicate, we work hand in hand with the decision-makers to ensure that we reduce the stress and cost of growing and maintaining a franchise network.

We have been involved in many franchise mediations and disputes. Our success rate speaks for itself. Read testimonials from satisfied clients.

At Rouse Lawyers, we believe in providing holistic advice for clients. With this in mind, we’ve developed strong relationships with reputable, professional franchise consulting and accounting firms.

This allows us to refer our clients to specialists for advice and services that are outside those offered by a law firm. We’ll help you create a team that’s ‘got your back’ across all facets of your franchise enterprise.

What can an expert franchise solicitor do for you as a franchisee?

Need help or advice about the franchising regulatory environment? Here are are just a few areas our franchise lawyers can assist you with:

• Advising franchisees on franchise agreements and disclosure documentation for the grant of franchises. This includes explaining the mountain of paperwork to you in ‘plain English’.
• Assisting franchisees (whether as sellers or buyers) in franchise sales and acquisitions, from business sale contract negotiation, to leasing, review of franchise and associated documentation.
• Franchise transfers, renewals and terminations.
• Leasing and licensing of premises, including the negotiation of real property leases, subleases and premises licenses.
• Disputes resolutions and mediation.

Our unique process for advising franchisees

Most franchisees that we advise require a turnkey legal solution. We are often involved in business structuring and leasing matters at the same time as advising on the franchise documentation they are delivered.

We have developed a unique process for advising franchisees.

Our franchise lawyers offer:

• A comprehensive review of the franchise documentation by our franchise lawyers.
• Preparation of a written ‘Franchise Summary Report’, which:
  • outlines, in plain English, the key terms of the agreement, your rights and obligations and other legal matters that are important to consider;
  • provides high level advice regarding franchising in general and the operation of the Franchising Code of Conduct; and
  • highlights our recommended changes.
• A meeting with you to discuss our review and advice, along with your questions. While we prefer a face to face meetings we offer alternative options such as teleconference or Skype.
• A summary of our comments on the franchise documentation, including possible suggested changes.
• Assistance with execution of the franchise agreement, including signing the independent legal advice report (if requested to do so), and other legal documents such as company or leasing documentation.
• Alert for any peculiar or unfair provisions that appear out of the ordinary.
• Independent solicitors certificates

Franchise Agreements

Franchise agreements are the key element of the relationship between a franchisor and franchisee.

The development and ongoing management of a franchise agreement requires an understanding of key areas such as:

• corporate structure
• termination and default
• supply terms
• financial payments
• disclosure requirements
• marketing
• rebates
• intellectual property
• pricing, and
• dispute resolution procedures.

The form of the franchise agreement must reflect the commercial intent and means of business rather than be structured purely on legal considerations.

A franchise agreement by its nature has enormous variety from one to the next and there are different structures such as master franchise agreements, multi-unit franchise agreements, area development franchise agreements and joint venture agreements.

Licensing and Distribution

Often it is the distinction between a licence, distribution or supply arrangement and franchise that needs first consideration.

There are different implications for clients depending on what they intend to do in the future and the level of regulation that applies.

When documenting a license or distribution agreement it is important to consider important matters such as:

• territory
• minimum performance criteria
• product or service requirements
• pricing
• supply arrangements and delivery
• obligations & responsibilities
• termination
• product recall
• promotion & marketing
• intellectual property.

We work closely with our clients to draft agreements and business relationships that reflect the specific commercial intent of the arrangement.

Why Choosing Rouse Lawyers?

We are committed to going ‘on the journey’ with you, ensuring you are in control and fully-informed at every step.

Importantly, our ‘no surprises’ fee policy means you can feel completely comfortable to give us a call when you need us. Unlike many commercial law firms in Brisbane, we don’t ‘start the meter’ every time the phone rings.

We are as keen on your success as you are!

Contact us today to learn more about how we can assist with your franchise law requirements.

Rouse Lawyers is a proud member of the Franchise Council of Australia.