Franchise & Distribution

Franchising is a proven and powerful business model, but it’s not always the simplest one. You need to build lasting relationships and deal with complex regulations while taking advantage of every opportunity to grow. With one of the largest franchise and distribution practices in the Pacific Northwest, Ryan Swanson can help you create a winning strategy to protect and grow your concept—locally, nationally, or internationally. We serve both franchisors and franchisees with our unique combination of legal expertise, practical advice, and personal communication.

For Franchisors: Whether you are just starting or have been in business for decades, our lawyers can provide counsel on issues related to real estate, management agreements, taxation, trademark ownership, vendor relationships, and more. Our rich history serving businesses dates back more than 100 years and we have helped numerous clients all the way from startup to international expansion.

Structure for Success: There’s more than one way to run a franchise. Have you considered co-branding? Store departments or kiosks? How about sub-franchising, multi-unit franchising, or master franchising models? There are also alternatives to franchising such as joint ventures, distributorships, and licensing. We have worked with all business structures and we can help you align your configuration with your market, offerings, and goals.

Simplify Compliance: Regulatory complexity is one of the most challenging aspects of franchise operations, and staying current can take up time you could be spending on growing the business. We can ease the burden and handle it all, from initial registrations to complete compliance workflows that save you time and money. We also minimize your compliance requirements by finding exemptions from registration and disclosure requirements.

Build Strong Ties: In franchising, long-term success means long-term relationships – if your partners succeed, so do you. Our attorneys can advise you on creating mutually beneficial arrangements that get the right people interested in your opportunities and set them up for success. We can help train your sales team to ensure compliance and effective communication, and when disagreements arise, we offer alternative dispute resolution strategies to avoid the time and expense of lawsuits—allowing many of our clients to avoid court altogether. Even if litigation becomes necessary, you can trust our team to get you through.

Transition Profitably: Like any other business, franchises can be bought, sold, merged, acquired, or divested. Ryan Swanson has successfully assisted with such transformations for decades—and our experience extends to franchise-specific scenarios such as de-franchising and conversion to corporate ownership.

For Franchisees: Owning a franchised business can be a solid path to personal and business success—if you have the right advisors by your side. Our attorneys work with you to review opportunities, explain the intricacies of franchise agreements, and resolve disputes with franchisors and vendors. We deeply understand the issues involved because we advise clients on them every day.

Franchise Experience

Representation of Franchisors

Our Seattle franchise & distribution team works with franchisors in every phase of the franchise process, from startup, to transitioning, to impact, nationwide and worldwide franchise expansion, to purchase, development and co-branding of and with other concepts, to private labeling, to sale of the business. Ryan Swanson is proud to have a franchise & distribution team with the experience you need. Our franchise law attorneys provide:

• Representation of Startup, Transitioning and Established Franchises
  • Royalty-based franchises
  • Product or service-based franchises
  • Co-branding
  • Store departments or kiosks
  • Sub-franchising, multi-unit franchising, and master franchising
  • Impact, nationwide and worldwide franchise expansion
• Compliance with the maze of state, federal and international franchise regulations
  • Initial registrations with expediting strategies
  • Renewals of registrations with continuity and time-savings
  • Compliance with Business Opportunity laws
  • Exemptions from registration and disclosures
  • Franchise and related documentation and agreements
• Mediation/Litigation of franchise disputes
  • Franchise termination, transfer and encroachment issues
  • Enforcement of noncompete and nondisclosure agreements
  • Alternate dispute resolution strategies
  • Enforcement actions by state and federal agencies
• Franchise-related issues such as real estate construction and leases, employment, management agreements, tax, software licenses, immigration, trademarks, vendor contracts, securities and corporate governance matters
• Formation and representation of franchise associations and cooperatives
  • Franchise Advisory Councils
  • Franchise Associations
  • Franchise Advertising Cooperatives
• Sale and purchase of franchise systems, including mergers, spin-offs, acquisitions, divestitures, and other fundamental business changes
• De-franchising, the re-purchase of franchises and conversion to a corporate-owned environment
• Franchising alternatives such as joint ventures, distributorships, sales representatives, and licensing
• Training of your compliance and franchise sales teams

Trade Areas Franchisors

Our franchise law attorneys represent clients who provide a wide variety of products and services throughout the United States, Canada, and many other Nations. Here are some examples:

• Accounting and book-keeping services
• After-market automotive centers including auto and commercial glass, auto parts, painting, repair and specialty services
• Auto dealerships
• Business advisory and consulting services
• Car washes
• Cell phone services and accessories
• Cleaning services, residential and commercial
• Coffee and Internet Cafés
• Convenience stores
• Elderly services
• Employment placement services
• Fast food, various concepts
• Gas stations
• Hair salons
• Hospitality including hotels and restaurants
• Meal preparation stores
• Medical franchises including laser services, medical offices, holistic services, and weight loss clinics
• Real estate brokerage
• Resort maps
• Retail outlets, various concepts
• Spas
• Store departments/kiosks for specialty items

Representation of Franchisees

Our Seattle franchise attorneys work with franchisees to review single and multi-unit agreements and to resolve disputes with franchisors and vendors. We understand the documents and issues since we draft and work with them every day.

• Review and explanation of the Franchise Disclosure Documents in plain English
• Negotiate changes to contracts and agreements
• Formation of appropriate entities
• Review and explanation of leases and contracts
• Resolution of disputes through mediation, arbitration and/or litigation
• Analysis of termination, encroachment and transfer issues
• Purchase and Sale of franchises

Trade Areas & Franchisees

Our clients work in a wide variety of products and services throughout the United States, and Canada, and many other Nations. Here are some franchise examples:

• Accounting and book-keeping services
• After-market auto services, glass, lube, auto parts, referral services, airbags, undercoating, radiator repair, painting and repair
• Athletic facilities
• Audio visual services
• Auto dealerships
• Business advisory/consulting services
• Diet services
• Drug stores
• Dry Cleaners
• Employment placement services including high-tech and health care
• Fast food, various concepts (ice cream, smoothies, teriyaki, family restaurants, deli’s, pizza, cookies, pretzels, orange drinks, hamburgers, Americana, Mexican food, Asian food)
• Floor coverings
• Food delivery
• Furniture stores
• Hair salons
• Hospitality including hotels and restaurants
• Learning systems including day care, schools and art
• Mail and mail box services
• Massage therapy
• Meal preparation stores
• Medical Services
• Pets (retail and food)
• Prescription shops
• Retail outlets, various concepts
• Specialty construction companies
• Specialty food
• Tax preparation services
• Travel services

Representation of Joint Ventures, Distributorships, Sales Representatives, Strategic Alliances, and Licensors/Licensees

Our Franchise & Distribution Group has the legal savvy to advise you on the right type of distribution system for your business. You state your goals and needs and we recommend the vehicle. We can provide an analysis of the regulatory concerns, protections available, capital sources, personnel pools, federal and local tax advantages, and needs for local presence. Often the system needed is the simplest or is a nice strategic alliance with others.

Examples of Significant Experience

• Established and maintained numerous franchise businesses with registrations throughout the U.S. (doing single state and Coordinated Review filings) and in many foreign countries, with single site, multi-unit, area development, and master subfranchisor agreements.
• Assisted numerous foreign franchisors into the U.S. market
• Handled complete franchise concept and document review and actions for franchisees. Conducted feasibility studies and concept focus groups for franchisors in addition to numerous terminations, enforcement, and non-compete actions for franchisors. Have many franchisor clients who have never been in litigation or in compliance actions.
• Established international and national distribution networks.
• Formation and representation of Franchise Advisory Councils, Franchise Associations, and Advertising Cooperatives.
• Software/License agreements for shrink wrap, point-of-sale, accounting, manufacturers’ representatives, site licenses and development agreements.
• Purchase, transfer and sale of numerous automotive dealerships and land, including bankruptcy of enterprises to clear collateral.
• Sale of chain of hair salons to national hair salon franchisor.
• Representation of companies in reorganization, incorporation and stabilization. Agreements included distribution agreements for domestic and international sales.
• Establishment of major mail order company, including financing.
• Expansion of several businesses from local outlet to regional businesses.
• Franchising into all states and foreign countries for retail, service, medical, food, and product oriented businesses, from startups to large enterprises.
• Formation of numerous startup franchisors and taken them national and international, including U.S. and foreign franchisors.
• Sale of regional pharmaceutical distributor to national pharmaceutical distribution.
• Defended numerous lawsuits and mediations against franchisors
• Represented numerous franchisees in actions against and in mediations with franchisors.