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FRANCHISING & DISTRIBUTION

Our internationally recognized team helps clients create business opportunities, develop highly marketable brands, protect and defend their position in the market, and grow their business territory.

Our approach

The franchising industry is dramatically shifting from domestic growth to international development. And we’re seeing an increase in large multi-unit and area developers. Our focus is, and always will be, on helping clients make smart/strategic decisions that enable them to grow and protect their businesses while also taking advantage of trends that further their business objectives.

We have deep understanding and experience in helping clients navigate every phase of the franchising process, from start-up and business concept refinement through business launch and international expansion, and we’ve got an extensive track record of successfully litigating matters on behalf of franchise systems, domestically and internationally.

Hundreds of franchise systems in more than 85 countries throughout the world rely on us for everything from global expansion and brand development/protection strategies, to licensing and distribution issues, and “bet the company” litigation. For the past two years, U.S. News/Best Lawyers has honored us as “Law Firm of the Year” for franchising!

We provide top-notch client service and comprehensive, cost-effective solutions to address your most complex business issues.

Who we work with

  • Restaurants
  • Retailers and distributors
  • Learning centers and fitness centers
  • Hotels and resorts
  • Luxury brands

Representative Experience

Transactions
  • Represented Au Bon Pain in negotiation with a PE fund in its acquisition of foreign master franchisee
  • Provided franchise law diligence and advice for the $36 million private equity investment of Falconhead Capital in Rita's Italian Ice and represented Rita’s from its founding until the second round of PE investment
  • Represented Wyndham Hotel Group (then Cendant) in the acquisition of Ramada Hotel brand international franchise rights (about 250 hotels)
  • Represented School of Rock in sale to a private equity group, and provided continued representation during its ownership by PE group; we also represented the same PE group on diligence related to a child care service franchisor
International Dispute Resolution Cases
  • Represent the Republic of Turkey in defense of claim of misappropriation of real estate investment trust before the International Centre for Settlement of Investor Disputes venued in Paris.
  • Represent an intellectual property licensor and lessor of robotics against a Brazilian company before the International Center for Dispute Resolution in New York.
  • Represented the Republic of Turkey in defense of claim of wrongful termination of a license to operate a power plant before the International Court of Commerce venued in Geneva.
  • Obtained multi-million dollar judgment against Asia-Pacific restaurant master franchisee and its guarantors for breach of a multi-territory master franchise agreement. Contract breach due to non-payment of royalties, advertising fees, minimum fees, and other fees over a three year period. Arbitrated before the American Arbitration Association under its international rules.
  • Obtained million dollar settlement for restaurant franchisor in Japanese master franchise agreement buy-out/termination, following multi-day negotiations and mediation.
  • Successfully defended restaurant franchisor against fraud claims by foreign master franchisee. Overseas action was dismissed after we filed suit in Texas to compel arbitration and the court ordered arbitration.
  • Represented U.S. patent holder and trademark licensor against Brazilian company before the International Centre for Dispute Resolution in New York City.
Litigation
  • Lakes Gas Co v. Fencl Oil & L.P. Co., Inc., et al. (N.D.Iowa) Secured a unanimous $2.7 million jury verdict in contract action involving propane distribution on behalf of Lakes Gas Company.
  • Pinnacle Pizza Co. v. Little Caesar Enterprises (D.S.D.) Obtained summary judgment in favor of pizza franchisor Little Caesar Enterprises, Inc. in a copyright and trademark infringement dispute.  Successfully represented Little Caesar Enterprises on appeal affirming the district court's decision.
  • Monster Cable Products, Inc. v. Monster Mini Golf, LLC (E.D. Cal.) Defended franchisor of Monster mini-golf course concept and one of its franchisees in federal trademark infringement and unfair competition case brought by Monster Cable, Inc. claiming that its various MONSTER trademarks were being infringed. Monster Cable claimed it had accumulated a portfolio of licenses and trademark rights to use the word “Monster” in connection with various business applications.  Settled on favorable terms.
  • DeGiovanni v. Jani-King (D. Mass.) Myers v. Jani-King (E.D. Pa.) Class action alleging violation of state wage payment laws, misclassification of franchisees as employees, and unfair and deceptive trade practices. Additional issues include enforcement of forum selection clause, choice of law clause, and inherent “fairness” of royalty and other fees disclosed in FDD and contained in franchise agreement.
  • Huntington Learning Centers, Inc. v. The Education Gateway, Inc. (C.D. Cal.) Action to enforce terms of confidentiality agreement and breach of franchise agreement arising from alleged non-payment of royalties; default obtained against former franchisee.
  • Barkan v. Dunkin’ Brands, Inc. (D.R.I.) Represented Dunkin Brands related to $13,000,000 fraud and breach of contract claims by former franchisee. Jury trial in December 2009 ended in mistrial, and retrial in January 2010 ended in directed verdict for franchisor. Appeal to First Circuit is anticipated.
  • GHN, Inc. v. Volvo Cars of North America (San Bernardino Cty. Super. Ct.) Represented automobile franchisor in lawsuit alleging that it breached agreement and defrauded dealer in connection with mandatory facility improvements, allegedly rendering the dealer less profitable. Mediated to favorable conclusion.
  • Ford Motor Credit Co. v. Wilhelm & Associates, Inc. (C.D. Cal.) Defended automobile company in lawsuit alleging fraud, negligent misrepresentation, conspiracy, and unfair business practices in connection with decision by Ford Motor Credit Corporation to cease providing financing to Mazda dealers concurrent with automobile industry fiscal crisis. Obtained dismissal of all claims except fraud; case settled on extremely favorable terms.
  • Kiddie Academy Domestic Franchising LLC v. Faith Enterprises DC, LLC (D. Md.) Defended multi-million dollar fraud and breach of contract claims by franchisee. Summary judgment in favor of franchisor on all claims.
  • Cold Stone Creamery, Inc. v. P&C Creamery (D. Mass.) Represented Cold Stone Creamery in an action to enforce franchise termination and post-term covenant. Franchisee filed for bankruptcy upon franchisor’s filing of complaint. Also, represented franchisor in related adversary proceeding in bankruptcy court and obtained preliminary injunctive relief shutting down location and enforcing post-term covenants.
  • Manhattan Bagel of Northeast, Inc. v. Manhattan Bagel Co. (N.J. Super.) Represented Manhattan Bagel Co. after franchisees claimed breach of contract due to changes in the franchise system and lack of franchisor support. Franchisor compelled arbitration and was awarded entire amount sought for past and future royalties. Franchisees filed bankruptcy during the proceeding, and franchisor successfully objected to a discharge.
  • Meade v. Essential Brands (D.N.J.) Represented Essential Brands in successfully obtaining motion to dismiss RICO, securities law and franchise law claims.
  • Lakes Gas Co. v. Clark Oil Trading Co., (D. Kan.) Successful settlement of multimillion dollar propane conversion case on behalf of Lakes Gas Co.

Rankings & Honors

  • For the second consecutive year, U.S. News/Best Lawyers has named Nixon Peabody “Law Firm of the Year” in Franchise Law (2011–2012 and 2012–2013)
  • Chambers USA
  • Chambers Global
  • Franchise Times “Legal Eagles 2012”

Franchise Blog

Franchise Blog

Check out our Franchise Blog—the place to go for all things franchise in the U.S. and around the globe!

Media Clips

  • Franchisors Should Stay Out of Franchisee Personnel Management
    The Legal Intelligencer | September 26, 2014
    New York City partner and leader of the Franchise & Distribution practice Craig Tractenberg and Los Angeles Labor & Employment associate Michael Curtis authored this column on circumstances where a franchisor may be liable for alleged employment law violations.
  • NLRB Considering New Standards for Joint-Employer Status
    Compliance Week | September 3, 2014
    Providence Labor & Employment partner Andrew Prescott and New York City partner and leader of the firm’s Franchising & Distribution practice Craig Tractenberg provide commentary on possible new standards from the National Labor Relations Board regarding two separate employers deemed as “joint employers.”
  • Minimum-Wage Increase Attacks Advantages of Franchising
    The Legal Intelligencer | July 25, 2014
    New York City partner and leader of the Franchise & Distribution practice Craig Tractenberg discusses efforts by the International Franchise Association (IFA) and five franchisees seeking to block a law to increase Seattle's minimum wage given its potential impact on the franchise method of doing business.
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  • Business as Usual for Franchisors During Class Action Litigation
    The Legal Intelligencer | May 23, 2014
    New York City partner and leader of the firm’s Franchise team Craig Tractenberg authored this column discussing class action and multiparty litigation involving franchisors.
  • Differing Types of Fraud and the Franchise Relationship
    The Legal Intelligencer | March 28, 2014
    In this column New York City partner and leader of the Franchise & Distribution practice Craig Tractenberg discusses alleged fraud claims that result when franchise relationships go awry.
  • Amend Your Arbitration Clause to Comply With New Rules
    Franchising Business & Law Alert | February 1, 2014
    New York City partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg discusses new rules from the American Arbitration Association creating a mechanism for appellate review from arbitrations with an elite appellate panel.
  • Tapping Into Malaysia's Aggressive Franchising Goals
    Law360 | November 26, 2013
    Washington, DC, Global Business & Transactions partner Kendal Tyre and Washington, DC, Public Company Transactions associate Pierce Han authored this column discussing increased franchise potential in Malaysia.
  • Post-Termination Enforcement of Franchise Agreements
    The Legal Intelligencer | August 23, 2013

    This column, authored by New York City partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg, discusses issues faced by franchisors while trying to enforce the post-termination obligations.

  • Does Your Franchise Agreement Have an Ambiguity?
    The Legal Intelligencer | July 26, 2013

    New York City partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg authored this column discussing the need for franchisors to draft comprehensive franchise agreements.

  • Defaults in Franchise Relationship That Constitute Irreparable Harm
    The Legal Intelligencer | May 24, 2013

    New York City partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg authored this column discussing factors that can negatively affect a franchise relationship.

  • Within Reason? Years after USA Baby's demise, one exec pursues justice, alone
    Franchise Times | May 1, 2013

    New York City partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg discusses a case involving the litigious former president of baby-goods retailer USA Baby, a now liquidated chain of 70 stores.

  • Necessary Formality in Franchise Agreements
    Commercial Leasing Law & Strategy | March 1, 2013

    The article, co-authored by franchise & distribution practice group leader Craig Tractenberg and Boston franchise & distribution partner Gregg Rubenstein, discusses a recent federal court decision suggesting that expansive and formal franchise agreements are a necessary evil.

  • Legal Issues Related to International Franchise Expansion
    Franchising World | March 1, 2013

    Washington, DC, partner Kendal Tyre co-authored this column discussing considerations U.S. franchisors should keep in mind as they consider international growth opportunities.

  • Helpful Amendments Made to the Pennsylvania Health Club Act
    The Legal Intelligencer | February 22, 2013

    New York City partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg discusses new amendments to the Pennsylvania Health Club Act.

  • Forum Selection Clause an Important Provision in Franchise Agreements
    Commercial Leasing Law & Strategy | February 1, 2013

    Partner and leader of the firm’s Franchise & Distribution practice Craig Tractenberg and Boston Franchise & Distribution partner Gregg Rubenstein authored this article discussing a case in which a franchisor’s action to enforce its post-term restrictive covenant was dismissed for being in violation of its own forum selection clause.

  • Impact of Private Equity on Franchising
    Franchising Business & Law Alert | January 1, 2013

    New York City partner and leader of the firm’s Franchising & Distribution practice Craig Tractenberg and Boston Franchising & Distribution partner Gregg Rubenstein discuss how the franchise industry is being transformed by major investments in franchise systems by private equity funds.

  • Report from Restaurant Development and Finance Conference
    The Legal Intelligencer | November 30, 2012

    In this recurring column, leader of the firm’s Franchise & Distribution practice Craig Tractenberg recaps the annual Restaurant Development and Finance Conference that brings together chain restaurants, franchisees, franchisors, and capital sources.

  • Franchise World
    Minority Business Entrepreneur | November 30, 2012

    Washington, DC, partner Kendal Tyre co-authored this article discussing increasing franchise investments in Africa.

  • Forum Selection Clause an Important Provision in Franchise Agreements
    The Legal Intelligencer | October 26, 2012

    Leader of the firm’s Franchise & Distribution practice Craig Tractenberg and Boston Franchise & Distribution partner Gregg Rubenstein co-authored this column discussing the importance of forum selection clauses in franchise agreements.

  • Hospitals' Lawsuit against State Moves Forward with Court Decision
    The Legal Intelligencer | September 28, 2012

    Partner and leader of the firm’s Franchise practice Craig Tractenberg and Boston Franchise & Distribution partner Gregg Rubenstein coauthored this column discussing franchise agreements.

  • Schmidt's Restaurant Launching Food Truck
    Columbus Business First | September 7, 2012

    Washington, DC, Franchise & Distribution counsel Chris Wallace provides commentary in this article discussing a local Columbus restaurant’s efforts to launch a food truck, an initiative aimed at helping develop the company’s 126-year-old brand outside its Central Ohio stronghold and perhaps get the company into franchising.

  • Franchises Target Africa with Fashion, Food and Fitness
    Reuters | September 7, 2012

    This article focuses on how more international franchises are opening in Africa. Washington, DC, franchise partner Kendal Tyre is noted in the article for recently authoring a book about franchising in Africa and is quoted discussing how franchising in Africa gives brands a chance to enter a new market at a lower cost. This article was republished by national and international publications such as Egypt’s Ahram, Lebanon’s The Daily Star, Kuwait’s Arabtimesonline, and Zimbabwe’s Newsday.

  • IP Protection May Promote Additional Franchise Growth In Africa
    Franchising Business & Law Alert | September 1, 2012

    This article, authored by Washington, DC, partner Kendal Tyre, discusses the necessary developments in the protection of an investor’s intellectual property that are vital for continued foreign investment in Africa.

  • When a Franchisor Files, Can the Franchisee Keep the Name?
    The Legal Intelligencer | August 24, 2012

    Leader of the firm’s Franchise & Distribution practice Craig Tractenberg authors this column addressing the question as to whether or not a franchisee can keep its name after its franchisor files bankruptcy.

  • Domino's Delivery Problem Shows E-mail Peril
    Franchise Times | August 1, 2012

    New York City partner and leader of the firm’s Franchise & Distribution team Craig Tractenberg provides commentary discussing potential legal issues in digital communications used by franchisors and franchisees as illustrated in Grosso Enterprises v. Domino’s Pizza.

  • Limiting Wrongful Franchise Termination Claims
    The Legal Intelligencer | July 27, 2012

    This contributed article authored by New York City partner and leader of the firm’s Franchise practice Craig Tractenberg provides a legal analysis of the Bell v. Bimbo Foods Bakeries Distribution and its implications for franchises.

  • Incurable Defaults
    Franchising Business & Law Alert | May 1, 2012

    In this feature article, Boston Franchise & Distribution partner Gregg Rubenstein discusses when a franchisee’s actions are so egregious that a franchisor decides that it needs to immediately terminate the franchise and declare that the relationship is irrevocably harmed resulting in an incurable default.

  • Kids Inc.: Washington-area entrepreneurs are launching businesses geared to an increasingly influential consumer segment—children
    Washington Business Journal | March 30, 2012

    Washington, DC, Franchise & Distribution counsel Chris Wallace provides commentary in this article addressing Washington-area entrepreneurs’ efforts to launch children-focused businesses.

  • Dealing with a Changing State Tax Landscape
    Franchising World | March 1, 2012

    This column, authored by Boston Global Tax partner Scott Susko and Rochester Private Clients associate Meghan Schubmehl, notes that franchisors should anticipate increased taxes as a result of the proliferation of the economic nexus theory.

  • Positive Outlook for Franchising Amid Economic Pressures
    The Legal Intelligencer | February 24, 2012

    This column, authored by New York City partner and leader of the firm’s Franchise & Distribution team Craig Tractenberg, discusses the outlook for the franchise industry in 2012 and how franchise professionals are expressing cautious optimism.

  • International Arbitration in Franchising and Distribution
    The Legal Intelligencer | February 6, 2012

    This column, authored by New York City partner and leader of the firm’s Franchise & Distribution team Craig Tractenberg, discusses the growth of international franchising and distribution and corresponding international dispute resolution.

  • International Arbitration—What’s in it for your franchise?
    Franchising World | February 1, 2012

    This column, authored by New York City partner and leader of the Franchise & Distribution team Craig Tractenberg, discusses how international arbitration can be leveraged in an increasing global economy.

  • Cheers for Listening
    Philadelphia SmartCEO | February 1, 2012

    Franchise & Distribution practice group leader Craig Tractenberg provides commentary in this feature article addressing how communication is key to building relationships.

  • Finding Bright Spots in Franchising; Observations from Industry Leaders
    Franchising Business & Law Alert | January 1, 2012

    This feature story highlights key observations from franchising industry leaders, including New York City partner and leader of the firm’s Franchise & Distribution team, Craig Tractenberg.

  • "U.S. Supreme Court Denies Certiorari in Iowa Tax Case; Court Gives Silent Blessing to Extending the ‘Economic Nexus’ Theory
    Franchising Business & Law Alert | November 1, 2011

    This contributed article, authored by Boston Franchise & Distribution partner Gregg Rubenstein, discusses the U.S. Supreme Court decision denying a petition for certiorari in KFC Corp. v. Iowa Department of Revenue.

Ideas

South Korea's Fair Trade Commission imposes largest possible fine on franchise for unfair practices
Franchise Law Alert | October 10, 2014

Stay out of it: Franchisors who leave personnel management and training to franchisees not liable for franchisees' actions
Employment Law Alert | September 2, 2014

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NLRB's authorization of complaints against McDonald's could have far-reaching implications
Employment Law Alert | August 6, 2014

South Africa's "tandem franchising" serves as an innovative business model for franchisors, builds economic empowerment
Africa Alert | April 16, 2014

South Korea adopts major amendments to the Fair Transactions in Franchise Business Act
Franchise Law Alert | January 3, 2014

Entrepreneurs and franchisors tackle issues of the developing world while turning a profit
Africa Alert | November 22, 2013

Malaysian government actively promotes growth in franchise sector
Franchise Law Alert | October 30, 2013

New intellectual property regulation requires scramble to protect marks in Ethiopia
Africa Alert | October 16, 2013

Pan African Franchise Federation holds inaugural meeting
Africa Alert | June 25, 2013

Seller beware: merchants with stores that request zip codes may face consumer class actions after recent Massachusetts Supreme Judicial Court ruling
Class Action Alert | April 11, 2013

Continued growth of franchising in Africa
Franchise Law Alert | April 10, 2013

The Ministry of Trade of Indonesia limits growth of food and beverage franchises
Franchise Alert | February 26, 2013

The new "Green Guides": Federal Trade Commission's guidance for avoiding deceptive marketing claims
Legally Green Alert | October 31, 2012

Webinar Recording: Franchising in Africa
Originally recorded October 12, 2012 | October 18, 2012

Franchisor prohibited from implementing pricing policy
Franchise Law Alert | September 4, 2012

First U.S. franchise opens in Libya
Africa Alert | August 7, 2012

African economic growth impacts franchising on the continent
Franchise Law Alert | July 27, 2012

California joins other states in making franchisor potentially liable as franchisee's "employer;" opens door to broader vicarious liability claims
Franchise Law Alert | July 12, 2012

Webinar Recording: International Arbitration—What's in it for your franchise?
Originally recorded May 17, 2012 | May 18, 2012

Webinar Recording: Sustainable Franchises
April 25, 2012

Chinese Ministry of Commerce expands and refines franchise regulatory requirements
Franchise Alert | April 11, 2012

Ways to Avoid Vicarious Liability for Franchisors
March 23, 2012

Webinar Recording: Incurable Defaults: What Every Franchise System Needs to Know
March 20, 2012

How much is the olive in that dirty martini?
Franchise Law Alert | February 29, 2012

Webinar Recording: Franchise Case Law Round-Up: Implications for Your Franchise
February 22, 2012

Second Circuit Refuses to "Waive" Good-Bye to Class Action
Franchise Law Alert | February 7, 2012

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