Practice Areas and Legal Definitions

Franchise Law:

In franchise law, the franchisor is the company offering the franchise and the franchisee is the one buying the franchise from the franchisor. The services provided by a franchise attorney to franchisors and franchisees include the following:

• Offering legal advice to franchisees about franchises they are considering buying
• Helping new franchisors prepare legal documentation, including franchise agreements, offering circulars and registrations
• Reviewing existing franchise agreements and offering circulars
• Helping established franchisors update and register disclosure documents
• Helping foreign and domestic franchisors set up master franchise arrangements to enable them to expand
• Representing franchisors and franchisees in lawsuits filed in state and federal courts, including those involving trademark disputes and breach of contract
• Representing franchisors and franchisees in arbitration proceedings
• Representing franchisors and franchisees in appeals
• Helping clients form corporations and set up corporate governance systems, including the preparation of shareholder agreements.
• Helping franchisors register trademarks at the state and federal levels
• Reviewing, drafting and negotiating lease agreements
• Reviewing, drafting and negotiating loan financing documents
• Reviewing, drafting and negotiating employment agreements
• Providing legal advice and representation in antitrust matters
• Providing legal advice on employment disputes, as well as representing franchisors and franchisees in employment-related lawsuits

Contact New York franchise Attorney Michael Einbinder to discuss your franchise-related legal needs.

Uniform Franchise Offering Circulars:

The Uniform Franchise Offer Circular (UFOC) is a document that discloses franchisor information to prospective franchisees. Its purpose is to protect the public by providing information about the franchisor. States use either the UFOC format or the FTC Rule format. Because the UFOC format is stricter than the FTC format, the FTC Rule states accept the UFOC format, but the UFOC states do not accept the FTC format. States that accept only the UFOC format, which was adopted in 1993, include California, Illinois, Indiana, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia and Washington.

Franchise Agreements:

The franchise agreement sets forth the rights and obligations of both the franchisor and the franchisee. A sample agreement may either be attached to the disclosure statement or presented separately. Prospective franchisees are entitled to view the agreement at least five days before signing it, at which point they have their attorney review it.

The typical agreement contains provisions relating to franchisor's obligations and franchisee's obligations regarding how the business is to be operated; how much training and operational support franchisor will provide; how extensive the territory is and whether it is exclusive; how long the franchise agreement will last and whether there are any renewal rights; how much the franchisee must invest; how trademarks, patents and signs will be handled; what royalties and service fees franchisee must pay; how tax are handled; what happens if franchisee wants to sell or transfer the franchise; how advertising is to be handled and how disputes are to be settled.

Generally speaking, no standard form of franchise agreement exists because the terms, conditions and the methods of operations vary widely among the various business types involved. For example, franchises for automotive products will differ from the franchises for fast food service, which will in turn differ from other business franchises.

Franchise Litigation:

Franchise litigation can involve a wide variety of legal issues and topics, such as disputed earnings claims, fraudulent disclosures, wrongful termination, non-compete provisions, required product purchases, arbitration clauses, failure to provide services, national advertising funds and franchise trademark issues. Franchise litigation often involves disputes between franchisors and franchisers, but it can also involve disputes between the franchisee and its employees, suppliers and customers. Depending upon how the franchise agreement is structured, some disputes between franchisor and franchisee may be resolved through arbitration or mediation rather than through litigation.

Einbinder & Dunn, LLP maintains a national franchise practice. The firm's attorneys are admitted in the states of New York, New Jersey, Connecticut, Massachusetts, and New Hampshire. The firm also has an of counsel office in Millburn and frequently handles cases in New Jersey. When handling cases outside of the states in which they are admitted to practice the firm's attorneys will work with local counsel, when required, in order to represent clients in those jurisdictions. Einbinder & Dunn, LLP attorneys will also seek temporary admission to the local bar in order to appear in court on behalf of clients when necessary.

If you or someone you know in New York City needs the assistance or legal counsel of an experienced franchise lawyer, please call Michael Einbinder at (866)715-2789, or complete the contact form provided on this site to schedule your free initial consultation.

Frequently Asked Questions of New York Franchise Attorney Michael Einbinder

The following information includes frequently asked franchise questions. The answers stated are general in nature and are not intended to apply to every situation. Each case is different and carries its own set of circumstances which must be taken into consideration by competent legal counsel. By contacting Attorney Michael Einbinder, you can receive a personal consultation regarding your specific legal claim.

How do I find out about franchising opportunities?

If you know which franchise you are interested in, you can contact that franchisor, and they can tell you whether they have any franchising opportunities in your area. If you do not know which one you are interested in, you can look in the newspapers or on the Internet, or you can attend franchising trade shows that are held from time to time. If that does not work, you can always contact a business broker. Buying a franchise from a franchisor is not your only option; you can also buy a franchise from an existing franchisee.

What steps should I take if I am interested in buying a franchise?

You should try to find out as much as you can about the company selling the franchise before making any commitments. Contact your state government to find out what filings and other information may be available. Disclosure statements and offering circulars are on file, but most states will not send them to you. You may have to go to their offices to review the documents.

Another source of information about the franchisor is other franchisees. The franchise disclosure rules require franchisors to include in their disclosures a list of the names, addresses and telephone numbers of at least 10 prior purchasers who are geographically closest to you. Talk to several franchisees and ask them about their experiences with the franchisor. They may not be willing to disclose their financials, but they will usually tell you about the state of their business relationship with the franchisor, which is valuable information.

Before any documents are signed, money is paid or the relationship is otherwise formalized, make sure that you discuss your franchising decision with an experienced franchise attorney, such as New York City franchise Attorney Michael Einbinder, so that he can help guide you through the process.

How do I know if a franchisor is reputable?

You can never be sure, but a solid track record is one of the best indicators. Beware of the start-up business with no track record looking to expand by selling franchises. In looking at potential franchisors, you want to deal only with franchisors that have an established reputation, enough capital to maintain the business into the future, products or services that are in demand and are of high quality, and satisfied franchisees. You can also try to find out if others have complained about the franchisor.

How can I find out about complaints against a franchisor?

Consumer complaint records are kept by better business bureaus and other business regulators. Beware of franchisors that change their name and location. They may be doing so to avoid building up a record of complaints. To obtain information about consumer complaints, in addition to talking to your state's better business bureau, you can make a request in writing to the Federal Trade Commission in Washington, D.C. under the Freedom of Information Act. Make sure that you ask for complaints received nationwide, not just in your area.

Can I back out of a franchise agreement after I signed it?

Generally, not without paying a severe penalty, unless extenuating circumstances exist, such as that the franchisor committed fraud in inducing you to sign the agreement. Otherwise, the agreement will typically set out the conditions under which it can be terminated, in which case you will have to pay whatever penalty is called for in the agreement to terminate it.

Avoiding a situation in which buyer's remorse sets in after the agreement is signed is one of the best arguments for why it is so important to have an experienced franchise attorney review the franchisor's circular before you sign because he or she is in a much better position than you to understand the costs and implications of the franchise agreement and discuss them with you before you make any formal commitments.

How can I file a complaint against a franchisor?

If you have a complaint against your franchisor, you can file a complaint with the Federal Trade Commission and with your state's better business bureau. Don't necessarily expect much to happen, however. The FTC, for example, lacks the resources to investigate most of the complaints they receive. Even if they do not respond, you will at least have a record of your complaint on file to help the next person who comes along seeking information about the franchisor.

To resolve your dispute, the FTC recommends that you talk to a private attorney who is experienced in franchise matters. The attorney can discuss your options with you and help you select the best course of action to get your complaint resolved. Possible solutions range from writing a letter to filing a lawsuit.

If you or someone you know in New York City needs the assistance or legal counsel of an experienced franchise lawyer, please call Michael Einbinder at (866)715-2789, or complete the contact form provided on this site to schedule your free initial consultation.

Professional Biography of New York Franchise Attorney Michael Einbinder

Michael Einbinder of Einbinder & Dunn, LLP places top priority on representing his clients vigorously and ethically to achieve the best results possible. His firm provides an atmosphere where clients can feel completely comfortable knowing that they are in capable hands.

If you or someone you know in New York City needs the assistance or legal counsel of an experienced franchise lawyer, please call Michael Einbinder at (866) 715-2789, or complete the contact form provided on this site to schedule your free initial consultation.

Firm Address:

Michael Einbinder
Einbinder & Dunn, LLP
104 West 40 th Street
New York, NY 10018
Phone: (866)715-2789
Free Initial Consultation

Michael Einbinder, Attorney

Michael Einbinder received his B.A. from Clark University, is a graduate of Pace University School of Law and is admitted to practice before all federal and state courts in New York, including the U.S. District Court, Southern and Eastern Districts of New York and the U.S. Court of Appeals for the Third Circuit.

Professional Memberships:

• American Bar Association, Forum on Franchising
• Association of the Bar of the City of New York, Panel Membership on Franchise Law
• Franchise Lawyers Association
• American Association of Franchisees and Dealers
• International Franchise Association
• American Franchise Association, Legal Symposium Steering Committee

Other Achievements:

• Named among top franchise lawyers by Franchise Times, past two years
• Speaker, events hos ted by the American Franchise Association and the International Franchise Association
• Author, articles and papers on franchise topics