September 22, 2009

This is My Territory!

j0401958.jpg When it comes to opening a new franchise, prospective franchisees face many issues, but one issue that often ends up in court when franchise relationships fall apart is territory disputes—typically the argument is that there was territory encroachment. Territory encroachment and territorial concerns come in many ways, such as: requirements to develop the territory to a specific level of profitability in a certain amount of time, whether the franchisee has the right of first refusal to develop territory bordering the franchisee’s existing territory, factors that might change the nature of the territory (i.e. population, development), and how ‘exclusive territory’ is determined (i.e. by population, geography, number of customers).

When contemplating purchasing a franchise it is important that franchisees look closely at whether the territory is exclusive and under what circumstances the territory—even exclusive territory—may be encroached upon. There are many ways franchise territories may be encroached upon. For instance, a salon franchisee may be given an exclusive territory and licensed to sell the franchisor salon’s particular shampoo product, but then the franchisor salon may sell that same shampoo product in a local grocery store. Obviously, the franchisee could lose business and money by such an arrangement; even though, the franchisor never opened a competing salon in the franchisee’s exclusive territory.

Because there are many such concerns with regard to territory, if you are interested in opening a franchise or are already in the franchise business, you should review any Franchise Agreement and Franchise Disclosure Documents with an attorney familiar with franchise law. Have you ever experienced a territorial issue with your franchise or business, feel free to comment or share your experience?

September 17, 2009

Sleeping Giants Can Fall to the Wayside: No Franchise is Immune

j0401806.jpg As I’ve been watching the changes in the in-home movie rental business and the continuing decline of the Blockbuster chain, I began to think about how critical it is for franchisors and potential franchisees to try to imagine what their particular field of business is going to look like in ten years. Franchising provides a great opportunity to own a business without having to invest a lot of money, but beware! Purchasing almost any franchise is still an investment and most franchise agreements are binding for at least ten years. The last thing you want is to invest in a franchise, only to have that industry becoming obsolete in a few years.

To use home the in-home movie rental business as an example, look at the changes that have occurred over the last ten years—VHS and VCR movies have become antiquated. DVRs (digital video recorders) like Tivo record several hours' worth of television, in HD, and allow rewinding or slow motion replay of live programming. And at my whim, I can order a recently released movie On Demand, for little or no cost.

Technology's evolution is not the only change that has occurred in the in-home movie rental business. As our society gets even faster paced, people have become much more conscious about saving time, and have become master multi-taskers. People want to eliminate excess trips to the store; if they can make one trip to buy their groceries, prescriptions, and movies, they are going to do it. Thus, we have seen a steady decline in Blockbuster franchises and an explosive growth in Netflix and Redbox kiosks.

So how would you evaluate the success or decline of a franchise? First, do some research and consult with a business expert to help you carefully consider how changes in technology or society might affect your industry of interest in both the short- and long-term. I team up with the franchise experts, Alpha Growth Strategies, and encourage my clients to consult with them. Second, bring a franchise attorney a copy of the business' Franchise Disclosure Document. The attorney can explain what your rights and obligations will be for the term of your Franchise Agreement.

April 6, 2009

"Franchise Disclosure Document" Replaces "Uniform Franchise Offering Circular "

If you have been involved in a franchise deal in the past few years, you may be more familiar with the latter term in the title: the Uniform Franchise Offering Circular, or the UFOC. However, as of July 2007, the Federal Trade Commission has replaced the UFOC with the FDD. Despite this change, the term "UFOC" is still widely and incorrectly used. Now, the FDD is the document that a franchisor must provide to potential franchisees prior to entering into a contract.

Like the UFOC, the FDD discloses details to potential franchisees in order to facilitate an educated buying decision. However, the FDD is different form the UFOC is several aspects.

Differences between the FDD and the old UFOC include different time requirements governing when such disclosures must be made. Also, unlike the UFOC, both parties can use passwords and electronic signatures to electrically sign an FDD.

Perhaps the most important change provided by the FDD is the requirement that the franchisor disclose more detailed information to the franchisee. Such newly required disclosures include information about parent companies; information regarding lawsuits or bankruptcies; whether any interest exists between approved suppliers and franchise executives; information about the types of distribution channels the franchisor or other franchisees use; and finally data regarding how many franchises were sold, terminated, or transferred over the past three years.

As you consider if and which franchise to purchase, be sure to pay close attention to the FDD. It should be an in-depth disclosure, with each paragraph having legal or strategic significance. For guidance with the UFOC, contact an experienced franchise attorney and a franchise consultant.

November 21, 2008

FTC's FAQs for the Amended Franchise Rule Concerning Disclosure Documents

The new disclosure requirements came into effect in July 2008. The FTC has an excellent FAQ page to address questions concerning this amendment. It is a fantastic resource for franchisors and franchisees.

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November 17, 2008

Items Required in the Franchise Disclosure Documents

The Federal Trade Commission requires that a franchisor provides potential franchisees with Franchise Disclosure Documents compliant with 16 CFR 436 at least 14 calendar-days before the prospective franchisee signs a binding agreement with, or makes any payment to, the franchisor.


The itemized list of information franchisors are required to disclose to potential franchisees are:

1. The Franchisor and any Parents, Predecessors, and Affiliates
2. Business Experience
3. Litigation
4. Bankruptcy
5. Initial Fees
6. Other Fees
7. Estimated Initial Investment
8. Restrictions on Sources of Products and Services
9. Franchisee's Obligations
10. Financing
11. Franchisor's Assistance, Advertising, Computer Systems, and Training
12. Territory
13. Trademarks
14. Patents, Copyrights, and Proprietary Information
15. Obligation to Participate in the Actual Operation of the Franchise Business
16. Restrictions on What the Franchisee May Sell
17. Renewal, Termination, Transfer, and Dispute Resolution
18. Public Figures
19. Financial Performance Representations
20. Outlets and Franchisee Information
21. Financial Statements
22. Contracts
23. Receipts
Exhibits
A. Franchise Agreement

For help preparing or reviewing these documents, contact an attorney who is familiar with Franchise Disclosure Documents and Franchise Agreements.

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