National Franchise Law And Commercial Litigation Firm
Zarco Einhorn Salkowski, P.A. is a full-service commercial litigation firm that is nationally recognized as a leader in protecting and enforcing the rights of franchisees, dealers, licensees and distributors. Our attorneys, experienced trial lawyers with diverse backgrounds including economics, accounting, and finance, have been at the forefront of important legal precedent-setting cases in franchise law in both federal and state courts.
Franchise opportunities are the backbone of the American dream, helping millions of people open their own businesses with proven frameworks guiding them. For many, the venture of franchising has proven fruitful. However, the reality for too many franchisees is far from ideal. Since their objective is to increase their own profits, franchisors often have an inherent conflict of interest with franchisees, and this is especially true now in the world of private equity buying franchises.
Some franchisors become predatory, violating antitrust laws and covenants of good faith, which can turn a franchisee’s dream into a nightmare, and your life-savings into dust!
Representing Franchisees, Franchisee Associations, Dealers, Distributors, And Licensees
With great support from his experienced team of extraordinary attorneys for over 3 decades, Robert Zarco, often referred to as the “Franchise King,” founded Zarco Einhorn Salkowski, P.A. to fight on behalf of franchisees by ensuring that they have a level playing field against their larger counterparts, like David vs. Goliath, in negotiations and disputes so that their businesses and families can prosper. Zarco and the firm are known nationally throughout the franchise industry for their extensive experience, impressive successes, creative strategies, and legal skills with landmark cases. Mr. Zarco and his Team have a decades-long track record of solutions for clients who have been told by other attorneys that their case is hopeless. They have earned significant victories for clients, including establishing legal precedents which have paved the way for federal and state courts to understand the unique complexities of the franchise relationship.
Zarco Einhorn Salkowski, P.A., has been repeatedly in the forefront of important franchise law issues, such as encroachment and cannibalization, breach of the implied covenant of good faith and fair dealing, fraud in the inducement, fraudulent concealment, and breach of contract to name a few, in addition to statutory violations of state and federal franchise laws.
Our firm, Zarco Einhorn Salkowski, P.A., has established a stellar reputation as one of the nation’s few leading law firms dedicated to representing the rights and interests of franchisees nationwide and overseas. We understand that franchisees’ legal concerns can be especially complex and that managing those legal concerns can be the key to maintaining a franchise’s success.
We understand that franchisees often don’t have the same deep pockets as their larger adversaries, therefore our creative fee structure is often built unique to each case trying to make it affordable by avoiding the burdensome hourly fee structure typical of most other law firms. Our customized alternative blended fee arrangements may include a results-oriented partial contingency fees. Such success-based fee arrangements serves to align the financial interests of our clients and allows us to achieve the most expeditious and beneficial result possible in each case.
Franchise Law Overview
Franchising is a way for businesses to expand by offering independent franchisees the ability to use a business’s name, branding, and method of operation. Franchising offers businesses the opportunity to increase their footprint and revenue, but it limits their control over individual franchisee businesses. Franchisors usually provide training and detailed manuals to ensure that the method of operation and branding is conveyed to franchisees, in return for paying the franchisor royalties and a variety of ongoing franchise fees.
Franchised businesses usually fall into one of three categories:
- Distributorships, where the franchisor licenses another person to sell the franchisor’s product exclusively.
- Business format franchises, where the franchisee operates a business under the franchisor’s trade name and is generally required to follow the franchisor’s standardized operating procedures.
- Manufacturing franchises, where the franchisor provides the franchisee with the ingredients or formula for a particular product that the franchisee will manufacture.
What Legal Needs Do Franchisees Have?
Like any business, legal needs will arise for franchisees. Whether you’ve been operating for decades, or are looking to invest, a trusted and experienced franchise attorney by your side can help guide your decisions and protect your business interests.
Our attorneys have won precedent-setting landmark cases against the largest franchisors. We’ve represented franchisees from over 500 franchise systems in over 40 states and 20 countries. We’ve also established and represented some of the largest franchisee associations in the nation in franchisor/franchisee disputes.
- Becoming a franchisee and evaluating a franchise opportunity
- Structuring a new franchise, including partnership, shareholder and operating agreements
- Watch Video: What are the common mistakes made when opening and operating a new franchise?
- Reviewing franchise disclosure documents (FDDs)
- Litigating, arbitrating and mediating franchise disputes
- Watch Video: What issues and disputes commonly give rise to franchise litigation?
- Protection of exclusive territories against encroachment
- Drafting leases, confidentiality and non-compete agreements, construction agreements and other ancillary agreements
- Watch Video: How can I get around a Non-Compete in my franchise agreement?
- Renewing existing franchise agreements
- Facilitating franchise sales and transfers, and system exit strategies
- Watch Video: Can a franchisee get out of a franchise agreement early?
- Establishing and defending franchisee associations
Our attorneys have decades of experience with a proven track record and reputation for helping franchisees navigate legal landscapes and operate their businesses effectively. Contact our Miami office by calling 888-580-7844 to schedule a free initial consultation.
What Laws Govern Franchising?
Many different rules and regulatory bodies govern franchise law. In simple terms, these laws are a combination of both federal and state rules that govern the registration of franchises, the relationship between franchisors and franchisees, as well as the offer and sale of franchises. The Federal Trade Commission (FTC) oversees all aspects. From negotiations to deals and contracts, we can provide you with all the information you need.
We provide services to commercial clients with a variety of legal resolutions to business disputes and transactions.
What is a franchise disclosure document (FDD)?
The franchise disclosure document (FDD) is a document that franchisors must provide to the prospective franchisee a minimum of 10 days before the franchise agreement is signed. Under Federal Trade Commission rules, it must include a listing of all current (and recently departed) franchisees and information about the operation of the franchise. FDDs also include information on litigation history, the franchisee’s initial investment, operating expenses, advertising and termination policies. The FDD provides franchisees with an opportunity to study the investment and evaluate the franchisor before investing in the franchise.
What other kinds of agreements are commonly involved in franchising?
The foundation of a franchise is the franchise agreement (sometimes called a “license agreement”). This document lays out the relationship between franchisor and franchisee.
Additional documents may be required depending on the franchise in question. Collateral agreements may cover additional issues such as noncompetition, powers of attorney, collateral issues, software licensing and technology. Personal guarantees for the franchisee’s performance may be required. Franchisees may also be required to enter into contracts with third parties such as specific landlords and vendors in order to do business.
We cannot stress enough about the importance of having an experienced and trusted legal advocate that deeply and broadly understands franchise law by your side. Whether to help review all documents before you invest, to advise you throughout the ownership of the franchise business, or to help you leverage a business dispute with your franchisor before or while it becomes serious, your success and legal case is often only as good as the attorney and other experienced advisors by your side.
Advocating For Franchisees
We counsel our franchisee clients on all aspects of franchising, licensing, dealership, and distribution law. Our vast knowledge in business/commercial law and exceptional experience of over 30 years allow us to give franchisees creative, yet practical, advice and realistic solutions for every business challenge. We’ve done everything from helping franchisees push back against illegal encroachment issues and forced marketing programs to representing the interests of franchisee associations.
Our legal team remains dedicated to franchisees and defending their best interests. Contact our team for help with:
- Breach of the implied covenant of good faith and fair dealing: This is an important legal principle that has a great deal of gray area. It is most obvious in instances where one party in a contract acts in ways that undermines the other and the intent of the relationship, even when their agreement may explicitly state otherwise, such as a franchisor installing rules or quotas that a franchisee cannot meet and remain in keeping with the intent of owning the business in the first place.
- Encroachment of exclusive territories: When you operate a franchise, your local territory is extremely important to you. You don’t want to compete with an identical shop across the street or unreasonably close. If you buy into a franchise, you have a right to legally defend against your franchisor licensing additional franchisees too close to your area, especially without giving you the right to buy and build it yourself.
- Breach of contract: Anytime your franchisor or vendors do not live up to their side of a contract, they are in breach.
- Fraud in the inducement: This is a type of fraud where you are tricked into signing an unfavorable agreement. The fraud must be intentional and damaging to you.
- Fraudulent concealment and other types of fraud: Fraudulent concealment is specifically the failure to disclose important, vital facts that change the nature of the contract. Any fraud involved in the contract negotiation process is damaging to you.
- Franchise disclosure document (FDD) violations: The franchise disclosure document is a presale due-diligence document owed to every franchisee prior to a sale. However, omissions and deceptions in these disclosures can be extremely difficult for you.
With over 30 years of legal experience in all areas of franchise law, including transactions, disputes resolution, and litigation, we are well-versed in fighting back against the largest franchisors and obtaining favorable results that could mean the difference between success and failure in protecting your investment.
Like all aspects of our lives, proper mentorship and guidance is crucial, and businesses are not immune to problems. When business opportunities or disputes arise, you need a proven attorney who has real experience in that area of law. We are aggressive and strategic courtroom trial lawyer advocates with significant victories achieved for franchisees through litigation, arbitration and mediation. Most often, your case is only as good as the quality of the attorney by your side.
Dedicated To Protecting You
Our experienced attorneys are focused on providing our clients with the competent legal representation they need to enforce their legal rights and protect their businesses. Although we are always strategic and well-balanced in how we approach negotiations and dispute resolution strategies, we are also well known as aggressive courtroom trial advocates, when necessary, with significant victories achieved in trial or settlement for franchisees in litigation, arbitration and mediation.
Our founding attorney, Robert Zarco, and team of attorneys with diverse backgrounds in economics, finance, and accounting, are recognized for their extensive experience in commercial and business litigation, as well national reputation as specialists in franchise law. Our legal team is heralded for handling the most complicated business disputes and has earned a reputation for world-class legal advocacy.
We have clients from all over the world, and we are committed to providing accessible service to each of our clients. From answering frequently asked questions about franchising to constantly communicating specific information crucial to their daily business operations, we, at Zarco Einhorn Salkowski, P.A., are always putting our clients first and dedicated to representing our clients’ best interests.
Understanding that franchisees are often limited in their ability to employ high caliber advocacy, we offer an initial free consultation to understand your needs and determine how we might best assist. We also build a creative blended-fee structure unique to each case that may include a success-based contingency component, thereby aligning our interests and making our representation affordable, by avoiding the ongoing typical hourly fee structure typical of most law firms.
Connect With Us For Your Franchise Law Needs
Whether you need guidance in evaluating an investment in a business and drawing up legal documentation, or facing a commercial dispute and require expedient resolution, we are prepared to defend your business and livelihood now. We help franchisees level the playing field against franchisors in negotiations and disputes, providing an affordable key to the courthouse when necessary, to help you build a strong operational foundation and secure your financial future.