CLE Online

Welcome and Introduction

How to Advise Prospective Franchisees

• is a standard form agreement like a mortgage, or are there provisions that should be negotiated even though the franchisor says “we don’t negotiate our agreements”?
• is the initial franchise fee and royalty rate normal for the industry? is the concept a flash in the pan?
• do you negotiate (or try to negotiate) these amounts?
• what is the effect of an Ontario/Alberta disclosure document in BC, (or for that matter, a US or Australian FDD?).
• what do you do about an agreement that originates in the United States, uses US terminology, and has not been “Canadianized”?
• what do BC based franchisees have to know about dealing with US franchisors?what provisions are so “over-the-top” you have to negotiate them out of the agreement? (the “stupid stuff”)
• what provisions do you just leave alone?
• managing the client and managing your own liability insurance

Disclosure

• a survey of disclosure regimes in Canada
• key elements of a disclosure document
• common disclosure errors
• the risks of mis-disclosure or non-disclosure
• drafting tips
• current issues and trends

Networking Break

Key Points in Advising Franchisors

• what is a franchise?
• alternative arrangements to franchising
• structures and methods of expansion through franchising
• brand protection
• Canadianizing US franchise agreements

Case Law Update

• duty of good faith and fair dealing—what does it really mean?
• vicarious liability—can a franchisor really be liable for the actions of its franchisees?
• restrictive covenants—when can they be enforced?
• jurisdiction of disputes—I have to commence the lawsuit where?
• interim injunctions—just how difficult are they to obtain?

Closing Questions and Comments