Leon D. Bass

Franchise and Distribution

 

We offer a broad range of legal services to franchisors, franchisees, associations of franchisees, managers and distributors. We can assist clients in preparing Uniform Franchise Offering Circulars, franchise agreements, area agreements and related contracts, evaluating franchises, negotiating franchise agreements, and in litigation and other dispute resolution procedures. Taft also represents manufacturers and distributors in managing, terminating and restructuring the distribution relationship.

 

Litigation 

 

We have experience litigating issues of importance to franchisors, franchisees, manufacturers and distributors, including breach of franchise agreements, trade secret cases, non-compete, trademark disputes, and distribution issues. Taft has both pursued and defended breach of contract actions, including actions related to: 

• Exclusive territories

• Encroachment

• Non-competition agreements

• Rights to transfer the franchise

• Termination rights

• Franchisor and franchisee performance

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Taft franchise lawyers have litigated good faith and fair dealing claims and claims of implied or quasi contract dealing with changing methods of distribution, rights to new products, franchisor pricing of its products and other aspects of the franchise and distribution relationship.

 

Business Representation 

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Taft advises franchisors on compliance with FTC and state franchise disclosure/registration laws, relationship/termination laws and business opportunity laws. We counsel on structuring distribution to minimize the impact of such laws.

 

Taft assists franchisors in preparing Uniform Franchise Offering Circulars (UFOC), franchise agreements, license agreements and protecting trademarks, copyrights, trade class and patents.

 

Taft's franchise lawyers have advised franchisors, franchisees, franchisee associations, manufacturers and distributors on: 

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• Advertising

• Advertising funds

• Pricing

• Customer relations

• Trademarks

• Antitrust

• Internet commerce

• Purchase cooperatives

• Transshipments and gray market problems

• Exclusivity

• Non-competition

• Franchisee transfers

• Termination

 

Taft lawyers have handled many sale acquisitions of franchise and distribution businesses, some up to hundreds of millions of dollars. These services include: 

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• Structuring the transaction

• Tax advice

• Negotiating the acquisition agreements

• Environmental issues

• Employment issues

• Hart-Scott-Rodino filings

• Post-closing issues

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