The franchising legal specialists
Our specialist franchising team is ranked among the top franchising lawyers not only in Scotland but across the UK, and can assist you if you are thinking about franchising your business, buying a franchise or master franchise opportunity or expanding overseas through franchising.
The lawyers in our team are British Franchise Association accredited and have 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 FranchisEurope, The Franchise Gap and the Retail Gap.
We are always happy to make introductions to other specialists in the franchising industry that you may require such as accountants, consultants, insurance brokers and banks.
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.
Our team is top ranked for Franchising in Chambers UK Guide to the Legal Profession 2018, with lead Partner David Kaye ranked as a Band 1 Leader in the Field and Andrew Fraser ranked as Star Associate.
Contact us
If you are seeking franchise legal advice, or general business advice, get in touch today to arrange a free initial consultation.
Thank you for your enquiry. Someone from our team will be in touch with you in due course.
-
David Kaye
Partner
-
Andrew Fraser
Senior Associate
Our services
Franchising your business
If you have an existing business and you are looking at expanding through franchising, our dedicated franchising team can help guide you through this process.
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
Buying a franchise
Becoming a ‘franchisee’ is a great opportunity to own and run a successful business, using an established brand and business model which compliments your business skills.
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). These 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 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’. We have helped many franchise owners sell their franchise and, vice-versa, have helped numerous new franchisees purchase a franchise resale opportunity.
Social Franchising
Our team has particular expertise in helping social enterprises grow through 'social franchising'
Social Franchising can involve full business format replication under one brand and trade name but can equalily involve simple knowledge sharing in exchange for a consultancy fee. Our team have worked with social entreprenuers across this spectrum to help them meet their social driven ambitions.
International franchising
Franchising is increasingly becoming one of the more common methods of international expansion, particularly in the retail and food sectors. The most common reason for international expansion through franchising is that it utilises the local expertise of a franchisee in a particular territory.
Our specialists have many years 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.
Being part of your franchising team
Our approach is to work with you right through the life of your franchise operation to help you achieve successful implementation and development. Our franchising team has specialists experienced in advising franchisors and master franchisees on the legal and practical issues that arise during the operation of a franchise business including recruiting franchisees, implementing changes and assisting with disputes.
We regularly provide assistance to clients behind the scenes, giving strategic guidance in the operation of the franchise network, in addition to general business advice.
We offer a number of services to help you manage risk and protect your legal position, including:
- Advising on the recruitment of franchisees (including disclosure issues, drafting and advising on any necessary Side Letters)
- Dealing with any property work including acquisition of property or leases and any related property management issues
- Advising on how to implement changes within a franchise system
- Assisting with any disputes which arise with franchisees and, if necessary, dealing with any franchisee releases or terminations
- Assisting with ongoing brand protection and enforcement issues
- Providing training for your franchise team in understanding the franchise agreement and how to spot potential issues with franchisees
- Assisting with the purchase and re-sale of franchisee’s businesses within your network
- Conducting health-checks to review how your franchise operation is progressing and ensuring that your Franchise Agreement remains compliant with updates to the law
- Providing guidance on common problems and how to avoid them
- On-going involvement in management meetings to provide advice on franchising and other company issues
Whether or not you had legal advice (from Harper Macleod or another law firm) on your original Franchise Agreement, we can assist you with the operation of your franchise system and help you to develop your network to its full potential.
Podcast - Understanding the legal aspects of Franchising
Check out our first part of our Franchising Fridays Podcast Series. The first of our 4 part series comes from Harper Macleod Partner & Head of Retail & Franchising David Kaye on Understanding the Legal Aspects of Franchising. Watch and listen online here.
Ranked in Band 1, the team is known for having a strong bench of specialists advising franchisers and franchisees on the full range of commercial and contentious matters. They offer deep expertise in franchise growth, international expansion, variations, resales and disputes with particularly flourishing client followings in food and drink, retail, leisure and health and fitness. A source says: "Their approachability is something which has impressed me. They don't talk down to clients, but will work in partnership with them in what can be stressful times for a business owner." Another source describes the practice as "a good, commercial firm, always looking after the client's interests."
Chambers UK, 2019
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, the firm's head of franchising, advises household names and emerging businesses on the expansion and maintenance of their franchise networks. He receives acclaim from sources as a "commercial operator with a wealth of experience to draw upon."
Chambers UK, 2019
Harper Macleod "excels at finding practical commercial solutions" and "delivers easy to understand" advice. David Kaye leads the team and is particularly strong on retail franchising, while Senior Associate Andrew Fraser is described as "friendly, responsive and knowledgeable".
The Legal 500, 2019
Andrew Fraser is praised for his deep knowledge of the franchising industry, acquired in part through his previous role as a franchise consultant. He assists clients with expansion strategy and disputes arising from franchise agreements. One client says: "Even when we make it complex, Andrew is helpful in finding the best way to do things."
Chambers UK, 2019
Clients include
- Chicken Cottage
- Yogabellies
- Barrhead Travel
- Jenny Packham
- Baguette Express
- Wrapchic
- Coldwell Banker GB
- Defence Lab
- Raring 2 Go!
- Swipii
- iCafe
- The Car Wash Company
- Hotcha
Our highlights
Department head David Kaye is an expert in franchising and commercial law and maintains close links with the British Franchise Association. He is particularly skilled at drafting documentation for new franchising deals, transactions and restructures. Observers note his calm manner and strength at negotiation.
David Kaye was shortlisted for Specialist Lawyer of the Year at the Law Awards of Scotland 2010, and is a past winner of Corporate Lawyer of the Year.
Andrew Fraser, an associate in the team was shortlisted for ‘Up and Coming Lawyer of the Year’ at the Law Awards of Scotland 2014. Prior to joining Harper Macleod, Andrew worked with one of the UK’s leading franchise consultancy practices. He has worked with a wide range of clients from sole traders to global companies, such as Ralph Lauren, Esprit and American Eagle Outfitters.
We are a founding member of FranchisEurope, a strong, external network of franchise service specialists which promotes franchising throughout the UK, France, Germany, Italy, Romania, the USA and the Baltic States and includes solicitors, franchise consultants, insurance specialists, marketing strategists and PR/Media.
More from Harper Macleod
Why choose us?
You don't need a lawyer - not many law firms will tell you that. What you need is someone to provide a solution, and our advisors are dedicated and flexible enough to do just that.
Personal legal services
With one of Scotland's largest teams dealing with personal legal matters, we have specialist knowledge for every stage of your life - from buying a house to protecting your assets.
Awards
We are one of Scotland's leading, most successful law firms but you don't have to take our word for it. Our performance has consistently been recognised by our peers.