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Franchise and Distribution

There are nearly a million franchised businesses in the United States—all of which are subject to a myriad of state and federal franchise and distribution laws.

Ice Miller's Franchise team is unique in that, as part of a full-service Firm, we provide our clients access to legal professionals in all practice areas. Our team knows franchise law, but understands that clients have issues that go beyond our team’s core focus. As part of a full-service Firm, we have access to legal and business specialists who can quickly and efficiently address our clients’ needs.
 
Post COVID-19
 
The Impact of COVID-19 on Franchising Webinar
The Coronavirus (COVID-19) pandemic has hit the franchise industry hard. Indiana Franchise Association founding members provided tips and resources for the Indiana franchise community relating to the COVID-19 pandemic during a virtual lunch on Wednesday, April 22, 2020. Panelists included partners Christina Fugate and Alice Kelly. A copy of the webinar recording is available here. A copy of the PowerPoint is available here.

The COVID-19 pandemic has created a number of unique and novel issues in all aspects of business, including the franchise business model. Ice Miller’s Franchise team in conjunction with the Ice Miller COVID-19 Task Force is here to help respond to COVID-19 and the issues that will likely occur in the future as business pivot to the new normal. These services include, but not limited to:
 
  • Returning to work
  • Insolvency and restructuring
  • Supply chain issues
  • Force Majeure and other contractual issues
  • Insurance review and claims
  • CARES Act and federal funding
  • Families First Coronavirus Response Act
Brand Development, Management and Enforcement

Your brand is your promise of quality to the consuming public and is vital to the franchise business model. Protecting the brand means protecting your market share. Our franchise team includes a comprehensive global brand management practice that builds and strengthens client portfolios to create competitive advantage. Our team provides the expertise required for securing, maintaining, and capitalizing on such brands in the franchise industry. Ice Miller will work directly with your team to thoughtfully develop brand procurement and enforcement strategies that will support an efficient and economical brand management program. Our trademarks team understands and serves franchise brands. To see how we can help with your franchise trademark needs, please contact Alice Kelly.
 
Emerging Franchisors

Ice Miller’s franchise team helps navigate and build the right corporate structure, assists with growing and protecting the brand through the Firm's global trademark practice, provides guidance through federal and state franchise regulations, creates the necessary disclosure documents and agreements and helps guide you through all the other necessary steps and procedures to grow your business through franchising.
 
Do you think you're ready to franchise? We're here to help. Complete Ice Miller's quick Franchisor Assessment and submit to the team at franchise@icemiller.com to begin your journey.
 
We offer our clients an Emerging Startup Package that can be customized to your needs. 

Franchise Compliance

The Federal Trade Commission requires pre-sale disclosures of a franchise investment to all prospective franchisees in all states across the country. Several states also require registration of the franchise before a franchisor can offer or sell a franchise opportunity. The Ice Miller Franchise team works with franchisors to navigate through the disclosure, registration and compliance process by advising you on:
 
  • The franchise disclosure document and what needs to be disclosed to a prospective franchisee
  • Marketing your franchise and the limits on advertising the franchise offering
  • Developing the internal compliance tools
Franchisee Services

The Ice Miller team represents single unit operators, multi-unit operators and private equity funds with acquiring and selling franchises and territories; reviewing franchise disclosure documents; reviewing and negotiating franchise agreements, multi-unit and area development agreements, leases and other contracts; forming business entities; and in the formation and representation of franchisee associations.

If you are thinking about investing in a franchise system, the Ice Miller team is your first stop. Our team members can help navigate through the process.

Risk Management Dispute Resolution and Litigation

We know the franchisor-franchisee relationship is pivotal to a successful business, but sometimes disputes occur. The Ice Miller litigation team excels in helping clients mitigate risks and achieve their goals in resolving disputes in an efficient and creative way. Our team is experienced in handling a broad spectrum of issues including:
 
  • Disclosure and registration issues
  • Franchisor-franchisee relationship issues
  • Termination of the franchise relationship
  • Joint employer and vicarious liability
  • Territorial encroachment
  • Intellectual property disputes
  • Antitrust issues
  • Dealership disputes

The Ice Miller Franchise team is ready to meet your business goals. To learn more, please contact us at franchise@icemiller.com.

Representative Experience

Franchisor Representation:
  • Assisted franchisor and distributor of ignition interlock systems with various franchise issues, including termination and renewal
  • Created new franchise system for a fast-casual restaurant featuring kosher-style and comfort food
  • Created new franchise system for a Mexican fast-casual restaurant
  • Created new franchise system for a hotdog restaurant
  • Created joint venture for organic juice bar and fast-casual restaurant
  • Represented fitness franchisor in various litigation matters
Franchisee Representation:
  • Negotiated and assisted with multi-unit renewal of real estate franchise in Indiana and Ohio
  • Assisted franchisees of massage therapy franchise with pre-litigation disputes with franchisor
  • Negotiated and assisted with purchases of senior care franchises
  • Negotiated and assisted with purchase of dry cleaner franchise
  • Assisted with purchase of a soda pop and candy shop franchise
  • Advised manufacturer of vending machines with registration advice
Litigation & Dispute Resolution:
  • Elder Care Providers of Indiana, Inc. v. Home Instead, Inc., 2015 WL 4425679 (S.D. Ind. July 16, 2017)
  • Elder Care Providers of Indiana, Inc. v. Home Instead, Inc., 2017 WL 1106093 (S.D. Ind. Mar. 24, 2017)
  • Chupp v. Wyndham Vacation Ownership, Inc., 990 N.E.2d 993 (Ind. Ct. App. 2013)
  • Super 8 Motels, Inc. v. Rahmatullah, 2009 WL 2905463 (S.D. Ind. Sept. 9, 2009)
  • Moran Foods, Inc. v. Mid-Atlantic Market Development Co., LLC, 476 F.3d 436 (7th Cir. 2007)
  • Carrel v. George Weston Bakeries Dist., Inc., 2007 WL 2827405 (S.D. Ind. Sept. 25, 2007)
  • Blimpie Intern., Inc. v. Choi, 822 N.E.2d 1091 (Ind. Ct. App. 2005)
  • RWJ Companies, Inc. v. Equilon Enterprises, LLC d/b/a Shell Oil Products US, 2005 WL 3544295 (S.D. Ind. Dec. 28, 2005)
  • Creative Foods of Ind., Inc. d/b/a My Favorite Muffin and Bagel Café v. My Favorite Muffin, Too, Inc., 2002 WL 244577 (S.D. Ind. Jan. 14, 2002)
  • Deans v. Tutor Time Child Care Sys. Inc., 982 F.Supp. 1330 (S.D. Ind. 1997)
  • Hammes v. AAMCO Transmissions, Inc., 33 F.3d 774 (7th Cir. 1994)
  • B-Dry Owners Ass’n v. B-Dry System, Inc., 636 N.E.2d 161 (Ind. Ct. App. 1994)
  • Wright-Moore Corp. v. Ricoh Corp., 980 F.2d 432 (7th Cir. 1992)
  • Wright-Moore Corp. v. Ricoh Corp., 794 F.Supp. 844 (N.D. Ind. 1991)
  • Wright-Moore Corp. v. Ricoh Corp., 908 F.2d 128 (7th Cir. 1990)
  • Mariner-Denver, Inc. d/b/a Holiday Inn of Downtown Denver, Colorado, Inc. v. Holiday Inn of America, Inc., 461 F.Supp. 306 (S.D. Ind. 1978)
  • Ind. Dept. of State Revenue v. Convenient Indus. Of America, Inc., 299 N.E.2d 641 (Ind. Ct. App. 1973)

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