Franchising 2010


Course Date: September 16, 2010

Welcome and Introduction

Tony Wilson — Boughton Law Corporation, Vancouver

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

Tony Wilson — Boughton Law Corporation, Vancouver

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

James M. Bond — Lang Michener LLP, Vancouver

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

Peter V. Snell — Gowling Lafleur Henderson LLP, Vancouver

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?

Blair A. Rebane — Borden Ladner Gervais LLP, Vancouver

Closing Questions and Comments