Clarke Willmott provides a “one stop shop” for both franchisees and franchisors in relation to both domestic and international matters.

This group consists of intellectual property, commercial property, commercial, corporate and employment solicitors. We are therefore able to provide a complete legal service to our franchise clients.

We operate a specialist franchising group which assists franchisors and franchisees in a wide range of fields, including health and fitness, education, fashion, travel and food and drink. We work alongside third parties such as accountants, franchise consultants and property management agents to ensure that our clients obtain a complete franchising service. We are affiliated with Encouraging Women into Franchising (EWIF).

Our work for franchisors and franchisees includes:

• Reviewing and drafting franchise agreements, deposit agreements, lease and sub-lease agreements, “buy-back” and disclosure packs;
• Advising on the scope of operations manuals;
• Advice on data protection issues arising within a franchise network;
• Assisting clients in establishing a franchise network and developing an appropriate group structure;
• Property work for franchisors, including restructuring work with franchises brought back in-house;
• Representing franchisees in franchise re-sales;
• Resolving disputes between franchisors and franchisees;
• Managing trade mark portfolios, including filing and prosecuting trade marks around the world
• Drafting employment contracts and advising on employment matters, including when franchises are brought back “in-house” by franchisors

Notable transactions on which the team has acted include:

• Acting for a large restaurant chain on the multi-million pound sale of franchised businesses to the franchisees, involving two large property portfolios of more than 25 properties located in Scotland and the north of England. We advised on the sale and purchase agreement, the franchise subleases and negotiated and completed licences to underlet with a large number of landlords;
• Acting for a Motor Service Group in relation to the purchase of a chain of motorway services areas. The total consideration was in excess of £200 million and the transaction was particularly complex in structure involving a share acquisition, a debt purchase (which itself involved elements of conditional and deferred consideration), a complex equity funding structure involving offshore limited partnerships, and two bank facilities
• Advising a franchisee of multiple fast food outlets on a funder’s finance agreements and security documentation in relation to the acquisition of new outlets
• Advising franchisees on employment contracts and related staff documentation;
• Advising on the TUPE obligations arising out of the sale of a franchised business.