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Franchise & Distribution

Our Franchise and Distribution team approach starts with understanding your business objectives. We listen to your goals, your needs, your system, and your culture, and then we help you create business and legal strategies to achieve those objectives. We have worked with U.S. and foreign franchise systems in a broad range of specialty industries, including quick service restaurant concepts, retail gasoline and convenience stores, hotels, gym and fitness studios, trash removal, residential real estate, home construction services, solar electrical installations, and home nursing and patient care, among others.

Across all of these businesses, we understand that franchisors don't just need legal advice, they need advice that serves their business interests. Everything we do is aimed towards helping you get as much value as possible out of your system, whether that involves working with you to structure your system, helping you take your system across an ocean, or cost-effectively resolving a dispute with a franchisee, a dealer, a competitor, or a governmental agency.

Our experience includes:

  • FRANCHISE REGISTRATION & COMPLIANCE: Structuring franchise and non-franchise distribution systems | preparation of FDDs and franchise documents | state franchise registrations, renewals, and amendments | legal compliance and training programs
  • LITIGATION AND DISPUTE RESOLUTION: Intellectual property (IP) enforcement | defense of claims based on alleged misrepresentations or disclosure or registration violations | termination and nonrenewal | product pricing | discrimination | state franchise relationship laws | domestic and international enforcement of franchisee and dealer payment obligations | class and mass actions
  • SYSTEM OPERATIONS: Vendor and supplier agreements and relationships | advertising cooperatives and franchisee associations | franchisee relationship issues | franchisee compliance with brand standards | franchisee and dealer terminations and nonrenewals
  • INTERNATIONAL: Drafting and negotiation of international agreements | enforcement of international agreements
  • CORPORATE STRUCTURE AND FINANCE: Corporate structure | joint ventures and acquisitions | corporate governance and succession planning | private equity investment
  • TRADEMARK AND OTHER I.P. : Trademark and trade dress registration and enforcement | copyright and trade secret protection and enforcement | website audits | contests and sweepstakes compliance | domain name disputes | enforcement of non-competition covenants
  • PRODUCT DISTRIBUTION: Antitrust advice | product supply and sales agreements | product labeling | U.C.C. | product liability | warranties

Everyday Advice

Call us. We answer our own phones. If we miss your call, we'll call you back. Really.

We understand that your business requires you to make quick decisions, often with incomplete or imperfect information. We'll tell you what legal requirements and restrictions apply, but we'll also help you quantify the risk involved. It's one thing to know the speed limit, but it's something else entirely to know where the road blocks are. Our combined experience with litigation, regulatory compliance, registration and disclosure obligations, and business agreements gives us the ability to predict what missteps can happen, and to help you avoid them along your way.

We get excited by our clients' success, and all of our advice is based on the expectation that we will have a long-term relationship with you as your system or company grows and prospers. We look forward to working with you, and we invite you to contact us anytime for more information, or to set up an appointment to visit our offices on the Seattle waterfront.

A Broad Base of Resources

We're not just franchise and distribution attorneys. Miller Nash Graham & Dunn is home to a broad base of legal professionals, so in addition to your franchise and distribution needs, we can help you with your corporate formation and governance, labor and employment matters, tax issues, securities filings and transactions, real estate and leasing transactions, insurance claims and coverage, negotiations with lenders and creditors, environmental and land use matters, and even your personal estate planning and wealth management. And if for some reason it doesn't make sense for us to handle your needs here, we'll refer to our extensive contacts in the regional, national, and international legal communities to find you the help you need.

Our attorneys post regularly to ZorBlog: A Legal Blog for Franchisors.