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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.




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

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 

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: 

  • 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: 

  • Structuring the transaction

  • Tax advice

  • Negotiating the acquisition agreements

  • Environmental issues

  • Employment issues

  • Hart-Scott-Rodino filings

  • Post-closing issues

Surface Audio
25 Years
    In Practice        1998--2023

Karen Kent

Legal Assistant to Leon Bass 


P:  614.334.7186

Leon D. Bass 


P:  614-431-2277 (call/text)

(New clients by appointment only)

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Office Locations:

Taft's Columbus Office is located in the Huntington Center on Capitol Square in downtown Columbus:

41 S. State St.  Ste. 1800

Columbus, OH 43215





For other office locations, see here.

*Leon Bass is licensed as an attorney to practice law in Ohio and the U.S. Virgin Islands

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