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 Franchising solicitors

Franchising solicitors

Our approach is to work with you right through the life of your franchise operation to help you achieve successful implementation and development.

Overview

The franchising legal specialists

Our specialist franchising team is ranked among the top franchising lawyers not only in Scotland, with offices in Glasgow, Edinburgh, Inverness, Thurso, Shetland and Elgin, but across the UK. We can assist you if you are thinking about franchising your business, buying a franchise or master franchise opportunity or expanding overseas through franchising.

Accredited BFA Lawyers

David Kaye, Head of our Franchising Team, is British Franchise Association (BFA) accredited and has extensive experience of helping many different types of franchisors and franchisees both in the UK and internationally.

In addition to our knowledge of franchising law, we are heavily involved in the wider franchising community in the UK. We are founding members of franchising support groups such as FranchiseEurope, The Franchise Gap and the Retail Gap.

We advise on all aspects of your franchising strategy, business format, and drafting the key documentation to formalise the franchise relationship including, most importantly, the Franchise Agreement – the document which will regulate the relationship between you, the franchisor, and your franchisees.

We can also:

  • Assist with the registration and protection of your Trade Marks
  • Draft and advise on any necessary ancillary documentation such as Confidentiality Agreements, Deposit Agreements and Trade Mark Licences
  • Provide advice and assistance with expanding overseas through franchising
  • Review your franchisee recruitment material to help you guard against any misrepresentation claims
  • Make introductions to other specialists in the franchising industry and wider business community

Services

Our services

Franchise agreements

Overview

What is a Franchise Agreement?

The Franchise Agreement is the building block upon which the relationship between the Franchisee and Franchisor rests. Fundamentally, it sets out the respective rights and responsibilities of both the Franchisee and the Franchisor.

Nonetheless no one Franchise Agreement is the same as another. Therefore, regardless of whether you are looking to set up a fitness franchise network, or a local coffee shop franchise chain, you will require specialist advice from an adviser with legal expertise in Franchising. The adviser will work to understand your particular business need and will in turn draft a Franchise Agreement that is tailored to the particulars of a given Franchise system.

What does a Franchise Agreement include?

Some of the provisions of a Franchise Agreement are likely to include:

  • The rights granted to the Franchisee
  • The obligations of the Franchisee
  • The obligations of the Franchisor both initially and ongoing
  • The duration of the Franchise Agreement
  • The terms for renewal of the Franchise Agreement
  • The terms governing the potential sale of the Franchise
  • Terms for use of the Intellectual Property of the Franchisor
  • Provisions for termination of the Franchise Agreement

This, however, is not an exhaustive list and the expertise of an experienced Franchise solicitor is required to draft a document which comprehensively sets out the relationship between the parties.

Established franchising support

With many years of experience in drafting Franchise Agreements for businesses across a variety of sectors and ranging from international brands to local enterprises, our Franchising Team is uniquely placed to help you develop a tailored and comprehensive Franchise Agreement, which will be uniquely suited to your business and Franchising needs.

We offer a free initial consultation to anyone seeking franchise legal advice. We are always competitively priced, pleased to discuss costs with you and, where appropriate, will endeavour to agree a fixed fee for our involvement.

Franchise disputes

Overview

Franchising a business commits both the Franchisor and the Franchisee into a long term commitment to one another with the purpose of achieving business success. However, the relationship between the Franchisor and the Franchisee is not immune to conflict.

Types of franchise disputes

Some of the more common areas of franchise disputes are:

  • The Franchisee believes there is a lack of support from the Franchisor.
  • The Franchisor believes that the Franchisee is not following the system.
  • The Franchisee believes he is not making the level of profit that the Franchisor had promised.
  • The Franchisor believes that the Franchisee is underperforming.

In each of these situations, the Franchisor will have one opinion and the Franchisee will have another, and it is vital that the dispute is resolved adequately and ideally amicably, to ensure continued business success.

Some of the following are effective methods which can aid in preventing disputes arising, as well as in their resolution.

Helping to avoid disputes

The best way to avoid a dispute is to research the opportunity thoroughly before investing and making sure you understand what is being offered and the obligations on both parties under the Franchise Agreement. To guide you through this opportunity and associated obligations you should seek the advice of a solicitor with expertise in Franchising. With our long-established expertise in Franchising, we will be able to provide you with a report which explains the detail in the Franchise Agreement and lets you know if it contains anything unusual or unnecessarily onerous. We may also be able to suggest amendments or relaxations which would be fair and reasonable.

Helping to resolve disputes

If a dispute does occur it is important to resolve it quickly and as amicably as possible.

Serious breaches of the Franchise Agreement

Franchisors can often be considered heavy-handed in their approach to disputes and this is often with very good reason. The Franchisor not only must consider himself in a dispute but also the interest of other franchisees in the network. If one franchisee steps out of line and damages the brand, the Franchisor will want to stop this immediately to protect the interests of all the other franchise owners. Franchisors therefore often act quickly to involve solicitors and instruct them to terminate or seek termination of the Franchisee’s Agreement by serving notice.

Minor breaches of the Franchise Agreement

For minor breaches, the Franchisor will usually prefer that the breach be remedied within a time period, resulting in a swift resolution rather than resorting to litigation. It is therefore in both parties interests to consider alternative forms of dispute resolution, including mediation and, if necessary, arbitration.

Both of these processes can be very effective in reaching a positive outcome and the British Franchise Association have established mediation and arbitration schemes which can be used to assist in this process.

Buying or selling a franchise

Overview

Becoming a ‘franchisee’ is a great opportunity to own and operate a successful business, using an established brand and business model which compliments your business skills.

Buying a franchise

In order to buy into a franchise, you will need to sign a Franchise Agreement with the holder of the franchise rights,(whether the franchisor or a master franchisee). Franchise Agreements are often lengthy, complicated documents which are generally weighted in the franchisor’s favour. We specialise in advising you on the journey of becoming a franchisee by making sure you fully understand the agreement you will enter into and have asked all the important questions you need to of the franchisor.

Also, more and more people are entering the world of franchising by purchasing an existing franchise business, known as a ‘franchise resale’. Opportunities to benefit from this may arise when the original Franchisee is considering retirement, relocation, or pursuit of other business interests. The best exit for such a franchisee is often to sell their business as a “Franchise Resale”.

Selling a franchise

In turn a potential purchaser of a Franchise Resale is likely to be an individual seeking the traditional benefits of franchising (training, support and a proven business model) as well as some of the following advantages:

  • Brand recognition
  • Track record
  • Staff
  • Cash flow
  • Established Customer base

With some Franchise brands reaching saturation in the UK, to the extent that you can only buy a franchise via a Franchise Resale (rather than through the traditional approach of acquiring a virgin territory), we predict that the number of Franchise Resales taking place will continue to grow year on year.

Through our many years of experience, we have helped many franchise owners sell their franchise and, vice-versa, and we have also helped numerous new franchisees purchase a franchise resale opportunity.

We offer a free initial consultation to anyone seeking franchise legal advice. We are always competitively priced, pleased to discuss costs with you and, where appropriate, will endeavour to agree a fixed fee for our involvement.

International franchising

Overview

Franchising is increasingly becoming one of the more common methods of international expansion, particularly in the retail and food sectors.

What is international franchising?

Put simply, ‘International Franchising’ is the granting of a licence by one business based in the UK to another based overseas, which entitles the latter to run their own business following the processes, procedures and training set out by the franchisor. In return for management services fees, the franchisor (the one granting the licence) allows the franchisee to trade under the name of the franchisor and gives them a support package containing all that they need to operate that business along with ongoing support.

The benefits of international franchising

The many benefits of International Franchising as a method for business expansion include:

Cost

If a business were to expand overseas itself it would have to bear all the development costs including property, staffing and other overheads in the overseas territory. Franchising allows them to partner with a franchisee and use the franchisee’s capital to set up and roll out the operation in a new territory. A large network of international franchisees also allows the franchisor to make significant savings on group buying discounts!

Quick international brand growth

As expansion can be achieved easily through franchising it allows the franchisor to grow an international brand quickly.

Local knowledge

A franchise partner based in a country knows all about the local market, the language and the business practices of that country. In particular, the right partner will know if any adaption is required to make the business successful in that country. For example, any Scottish franchisee for an American fashion brand will know that warm jackets should be stocked all year round!

Market diversification

In an uncertain economic climate, it is beneficial to the franchisor to have operations in multiple markets to safeguard itself from adverse conditions in any one particular market.

Established franchising support

Our specialists have many years of experience advising clients on international franchising. From global giants like Nokia to local SME’s, they have advised on the international structure, entry strategy and franchise documentation for expansion into a wide variety of territories. Last year alone we advised clients on expansion into mainland Europe, the Middle East, Asia and North America.

We also help businesses in the UK acquire rights to operate ‘master franchise’ businesses in the UK. This often involves detailed negotiation of a Master Franchise Agreement (or similar international franchise agreement) to make sure our clients have a firm foundation on which to grow their franchise business in the UK.

We offer a free initial consultation to anyone seeking franchise legal advice. We are always competitively priced, pleased to discuss costs with you and, where appropriate, will endeavour to agree a fixed fee for our involvement.

Brands & trade marks

Overview

We are specialists in brand protection and management, helping you to look after your brand, maximise its potential and react effectively to threats at all levels, both offline and online.

Our team manages more brand rights than any other Scottish-based legal firm and offers a holistic, contentious and non-contentious brand management service.

As both a law firm and trade mark attorneys, we act on behalf of our clients on brand and trade mark related matters all over the world and our filing and prosecution practice is recognised nationally and internationally. We regularly manage brand matters for clients in all five continents.

The key to effective brand management is a solid base of registered rights. Our team has substantial experience in seeking and securing registered trade mark rights and managing trade mark and domain name registration strategies.

We also regularly advise on the law relating to passing off and other means through which rights in brands can be protected.

Our brand infringement team are well versed in devising and successfully implementing strategies to address brand infringements, whether sole or cross platform, to prevent other profiting from your hard work.

Business law & contracts

Overview

Contracts are an essential tool for your business. Whether you are dealing with customers, suppliers, partners or entering into any other business relationship it is essential that you protect yourself against future problems by setting out an agreement in writing.

Our commercial and corporate solicitors work with businesses and individuals across Scotland, the UK and internationally to draft, review and finalise all manner of commercial contracts and terms and conditions.

Whether you’re a small business employing one or two people or a large company, our solicitors can draft legal documents to suit all types of commercial agreements.

We offer a free initial consultation to anyone seeking advice on a contract. We are always competitively priced and pleased to discuss costs with you. We will endeavour to agree a fixed-fee for any specific piece of work or alternatively we offer many clients a cost-effective retainer service where we provide regular business advice and legal services for a fixed monthly/quarterly fee.

Work

Examples of our work
Acting for new-start franchisors

Overview

Our Team acts for over 50 franchise systems and are well known for helping business owners and management teams to grow their businesses through franchising both domestically in UK and overseas.

During the pandemic our Team has set up several new franchise brands including Dreamcatcher Cabins, Axed UK Clarity Walks CIC and Grears Gears Driving School.

Food & drink

Overview

Food and drink is the most popular growth sector for our Franchising Team.

We have, over a number of years, developed a strong client following in this market which includes the following brands: Chicken Cottage, German Doner Kebab, Veganuary, Salaid, Hotcha, Turkish Food Centres, Crolla’s Gelato, Geek Retreat, The Scotch Malt Whisky Society, Beerhawk (InBev), Kahuna Huts, American Fizz, Via Italia, Oakhouse Foods Reiver Country Foods t/a Oink Hog Roasts, Tony Macaroni and Baguette Express.

The number of Food and Drink operators looking to franchise their business continues to grow year-on-year.

Retail

Overview

In addition to food and drink retail, our team acts for a significant number of retailers and retail organisations helping them with their franchising and other legal requirements.

Clients in this sector include Fashion Retail Academy, Retail Trust and Barrhead Travel, Kitchen Depot and Turkish Food Centres.

Health and fitness & sport

Overview

This sector continues to grow and our team continues to be instructed to act for several new and existing clients including Franchisors such as Innoflate as well as Energie Fitness, DMC Fitness, Yogabellies and Street Defence Solutions and Master Franchisees such as Twenty Two Yards (t/a Snap Fitness).

We have also represented franchisees acquiring fitness franchises from brands such as F45 Training and Easy Gym.

Third sector

Overview

This sector continues to be strong and our Team is involved in many social franchising / licensing projects.

We represent several charities and social enterprise organisations that franchise or license its revenue model to a third party in relation for social franchising projects.

Dispute resolution / mediation

Overview

This continues to be a strong area of growth which has included working with English and Welsh franchise specialists as well as Barristers in these jurisdictions.

Property

Overview

This has been a very active sector during the pandemic and we have represented both existing and new Franchisors such as Moo-Let, Fiuran Property, Blue Building Concepts and Pass the Keys.

Clients

Some of our key clients include:

Franchising podcasts

Understanding the legal aspects of franchising

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Testimonials

“Possesses a strong bench of specialists advising franchisors and franchisees on the full range of commercial and contentious matters. Offers deep expertise in franchise growth, international expansion, resales and disputes. Possesses a noteworthy client list, including significant food, retail, leisure, and health and fitness sector clients.” Clients comment “Harper Macleod is an industry-leading firm that is forward-thinking and a valuable partner to us,” and “They are proactive commercial advisers who go the extra mile to get to know their clients and their businesses.”

– Chambers UK 2022

“Harper Macleod LLP acts for both franchisors and franchisees on a range of matters, including franchise development agreements, corporate franchising transactions and dispute resolution. The practice is no stranger to cross-border work and is experienced in assisting franchisors based in Malaysia, the US, UAE and Europe. David Kaye has over 20 years of experience in advising franchisors, master franchisees and franchisees.”

– The Legal 500 2022

As a new entrant to the world of Franchising, the advice and guidance of the team at Harper Macleod was invaluable throughout our negotiations to secure the UK Master Franchise Territory for our business. Their franchising expertise was essential, particularly when negotiating the content of the Master Franchise legal contract.

– Ian White, Managing Director, Sanodaf UK (UK Master Franchisee of Sanodaf)

David Kaye advises a broad array of clients on franchise arrangements, including expansions, terminations, resales and disputes. He acts for both franchisees and franchisors in various sectors, including food, leisure, and health and fitness. “David is fantastic and very approachable. If I call him night or day, he always replies straight away.”

– Chambers UK 2021

David Kaye – we have worked with David for nearly 30 years and his expertise is invaluable, not just on Franchising but help on personal and property law.’ Says a source

– The Legal 500 2021

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CONTACT US

Get in touch

Call us for free on 0330 159 5555 or complete our online form below to submit your enquiry or arrange a call back.

Speak to us today on 0330 159 5555

Get in touch

CONTACT US

Get in touch

Call us for free on 0330 159 5555 or complete our online form below to submit your enquiry or arrange a call back.