Franchise + Distribution

Miller Canfield’s Franchise and Distribution clients appreciate our dedication to their business objectives and our commitment to providing rapid pragmatic responses to inquiries and problems. Our clients find concrete advantages in our ability to design pragmatic franchise relationships compliant with Federal, state and provincial legislation and regulations, as well as to provide well-informed assistance with the structural and taxation issues that confront these entities. 

Our long history of service to the business community has established a foundation of knowledge that helps you avoid legal pitfalls in establishing, modifying and terminating business relationships. We understand the many and varied state laws governing relationships with distributors, dealers, and sales representatives. The hallmark of the advantageous business counsel by which our clients prosper is our time-tested ability to create appropriate corporate structures to support and profit by diverse commercial relationships.

And when necessary to obtain the best business outcome, we will aggressively represent you through trial or arbitration. 

The Solutions and Services We Provide Include 

• Franchise structuring including single unit, multi-unit, multi-area, master licensing and sub-licensing methods

• Franchise, dealer, distributorship, and sales representative agreements

• Leasing and tenancy alternatives and negotiations

• Employment agreements, as well as consultancy and brokerage agreements

• Franchise Disclosure Document (FDD), franchise and other forms of business agreements, operating manuals, confidentiality, and noncompete agreements

• International franchising requirements (including Canada, Mexico, Europe, Asia)

• Intellectual property rights protection including trade names, trademarks, service marks, copyrights and patents

• Organization of business entities including taxation and liability issues

• Financing from conventional and private sources

• Leasing, sub-leasing, land acquisition, co-tenancy, and management arrangements

• Modification and termination of business relationships

• Tax reduction strategies

• Zoning issues and land use approvals

• Collection, bankruptcy, and insolvency matters

Miller Canfield attorneys are active in many franchise and distribution-related organizations and activities, including the International Franchise Association, the Forum on Franchising of the American Bar Association, and the Section of Antitrust, Franchising and Trade Regulation of the Michigan State Bar.  These groups keep us informed on the latest developments in the law, and help us to build relationships with colleagues and industry leaders that often improves the work we do for our clients.