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Franchising & Distribution



We provide unparalleled client service and comprehensive, cost-effective legal counsel to help clients generate new business, develop recognizable brands and protect and defend their market position.

Our approach

As the franchising and distribution industry continues to shift from domestic growth to international development, we help clients make strategic decisions that advance and protect their businesses and leverage trends that further business objectives. We have extensive first-hand knowledge and experience navigating every phase of the franchising process from startup and business concept refinement to business launch and international expansion. Our record of successfully litigating matters includes representing franchise systems domestically and internationally.

Hundreds of franchise systems across industries in more than 90 countries have engaged us on matters, including global expansion, brand development and protection strategies, licensing and distribution issues and “bet the company” litigation. As a four-time winner of the U.S. News/Best Lawyers “Law Firm of the Year” for franchising, our success is recognized throughout the industry.

Who We Work With

We represent a broad collection of domestic and international entities, including restaurants, learning centers, health, wellness and fitness centers, hotels and resorts, luxury brands and retailers and wholesalers and distributors from the automotive, beverage and food industries.

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.

Law360 names attorneys who moved up the firm ranks in Q1

Law360 | May 07, 2018

In this roundup of promotions to partner and firm management positions, 14 attorneys from Nixon Peabody are highlighted. The 11 attorneys promoted to partner are Ellie Altshuler, Mark Beaudoin, Erik Birkeneder, Hannah Bornstein, Chris Browning, Barry Carrigan, Keri McWilliams, Matt Mullen, Steven Richard, Charles Tamuleviz and Alison Torbitt. In addition, Kenneth C. Lind was promoted to leader of the firms’ public finance practice group, Justin Thompson was promoted to office managing partner in LA, and Aaron Yowell was promoted to chief innovation officer.

Washington-area appointments and promotions for May 15

Washington Post | May 14, 2017

The following coverage notes the recent appointment of Washington DC partner Kendal Tyre and associate Keri McWilliams to co-leaders of the firm’s franchise practice team.

Movers & Shakers

The Deal | May 12, 2017

The following coverage notes the recent appointment of Washington DC partner Kendal Tyre and associate Keri McWilliams to co-leaders of the firm’s franchise practice team.

Attorneys published in International Franchising 2016

Nassau Guardian | November 30, 2016

Washington DC M&A and Corporate Transactions partner Kendal Tyre is mentioned in this article announcing the publication of “International Financing 2016:  Legal and Business Considerations.” Kendal developed the reference guide with more than 70 attorneys from around the world.

Planet Fitness Member Contract Class Action Trimmed In NJ

Law360 | July 30, 2016

New York City partner Craig Tractenberg, Boston partner Arthur Pressman, Manchester partner Dan Deane and Boston associate Morgan Nighan are mentioned as representing Planet Fitness in a case about its membership agreements with regard to state consumer protection laws.

Franchising Business & Law Alert

Franchising Business & Law Alert | May 01, 2016

New York City partner Craig Tractenberg authored this column discussing the complexities of covenants not to compete.

Enforcement of Court Orders and Contempt Proceedings

The Legal Intelligencer | April 22, 2016

New York City partner Craig Tractenberg authored this column that looks at a few franchisor/franchise cases that demonstrate the need to aggressively enforce court orders and follow the rules on calculating damages even in contempt proceedings.

Q&A with Nixon Peabody's Craig Tractenberg

Law360 | April 06, 2016

New York City partner Craig Tractenberg is featured in a special Q&A discussing his experiences with international arbitration.

Former Franchisee Relocates and Avoids Exposure in Aamco Case

The Legal Intelligencer | March 25, 2016

New York City partner Craig Tractenberg authored this column that looks at the complexities of covenants not to compete.

Can an Applicant With a Criminal History Buy a Franchise?

The Legal Intelligencer | January 22, 2016

New York City partner Craig Tractenberg authored this column discussing whether a potential franchisee can purchase a franchise with a criminal history.

Shout-Out: Nixon Peabody Scores Win for Planet Fitness in Transgender Locker Room Suit

American Lawyer Litigation Daily | January 13, 2016

This feature story highlights the firm’s efforts securing a dismissal of transgender locker room policy lawsuit for client Planet Fitness. The Boston team of partner Art Pressman and associate Troy Lieberman are noted as counsel.

State, Federal Law Differ on Franchisors as Joint Employers

The Legal Intelligencer | September 30, 2015

New York City IP litigation partner Craig Tractenberg authored this column discussing differences in state and federal law related to franchisors as joint employers.

Planet Fitness asks Beale to dismiss Cormier's suit

Midland Daily News | September 26, 2015

Boston Franchise partner Art Pressman is noted as counsel for Planet Fitness parent company, Pla-Fit Franchise LLC, in its efforts to dismiss a lawsuit involving the gym’s transgender-friendly locker room policy.

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