Franchising

 
Franchising is a key business model in Australia. Our dedicated franchising team has extensive experience working with, and advising on legal issues to, Australian franchising and retail brands.

Franchising generates over 550,000 jobs and brings in more than $170 billion in revenue each year (IBIS World). Since the introduction of the mandatory Franchising Code of Conduct over 20 years ago, the complex web of regulations affecting the franchise sector has only continued to increase. In addition to increased penalties and the introduction of the new super penalties, significant changes have been introduced over the past few years, creating new challenges for both Australian franchises and international franchises expanding into Australia.

Navigating the regulatory landscape requires sound, well-reasoned legal advice based on a strong understanding of Australia's franchising sector.

Our expert team has helped franchisors in a wide range of industries, from retail & fashion, food & beverage and hospitality & leisure, to high technology and consumer and professional services, to find the franchising model that works for them. We provide commercial advice on retail and franchise strategy, structuring, feasibility, system design and development and disputes relating to franchise and distribution agreements. We also advise our clients on development and implementation of international growth strategies. Our clients are assured of seamless advice on the front-end and back-end requirements of franchising, retail and distribution. Our strong franchise experience gives us a deep understanding of franchise business operations, which uniquely positions us to deliver outcomes for the franchisees in response to their legal needs.

With extensive experience guiding leading businesses in the franchise sector, our team is well placed to help you overcome the challenges and embrace the opportunities presented in this industry.

Our team advises on matters including:

  • business transactions: buying, selling, setting up, running and winding down businesses
  • finance transactions: advising on most types of lending, including syndicated and bilateral loan facilities, traditional and non-traditional security such as stock mortgages, crop liens and real property mortgages, and structuring, establishing and operating listed and unlisted retail and wholesale funds
  • commercialising and managing intellectual property rights: IP commercialisation including licensing, commercialisation structures, strategic brand protection advice, trade mark availability, infringement and registrability advice, trade mark prosecution and portfolio management, IP infringement and enforcement strategies
  • managing employees: employment law advice, such as contracts of employment, employee entitlements, and workplace agreements and policies
  • commodity transactions: funding arrangements for commodities marketers, including inventory finance and other facilities, and commercial contracts and Personal Property Security Act (PPSA) implications for the purchase, marketing and sale of wheat, barley and other commodities
  • equipment and other asset transactions: buying, selling and leasing a broad range of assets such as machinery, vehicles, aircraft and rolling stock
  • land transactions and leasing: acquisitions and disposals of agricultural, commercial and industrial property, and advice on property rights, property disputes and planning, environment and construction law matters
  • commercial contracts: advising on third party agreements, including service, agency, sales and supply agreements
  • dispute resolution: assisting with contractual disputes, negotiations, recovery proceedings, litigation, arbitration and mediation proceedings, and advising on marketing and distribution practices, unfair practices, product labelling, country and region of origin and other consumer protection issues under the Competition and Consumer Act 2010.

Experience

  • Advising Bravo Fit holdings to enable expansion of Planet Fitness franchise into Australia.
  • Acting for multiple franchisors on advising on establishment and operation of franchise systems. This work includes advising on structure of franchise system, preparing all transaction documents for implementation and operation of franchise systems, advising on application of the Franchising Code of Conduct.
  • Drafting franchise agreements for Bendigo and Adelaide Bank in relation to various community related projects.
  • Assisting Priceline and Priceline Pharmacy with franchise agreement preparation for individual pharmacy businesses.
  • Acting for Tata Motors, X-Golf Australasia, Tutor Bright and Tilers Express in the set up as a franchise system including preparation of franchise and disclosure documents.
  • Acting for Fitness First, Couriers Please, HSV, Tata Motors, Knight Frank, Schnitz, Priceline, LandMarkWhite, and Explore & Develop in relation to compliance with the Franchise Code of Conduct.
  • Advising Metcash on the preparation of the IGA franchise, alliance and supply documentation.
  • Acting for Fletcher Building Group (FBG) across its commercial and industrial leasing portfolio. Hall & Wilcox has assisted with tenancies of more than 300 sites across Australia that are leased by FBG entities. The tenancies involve a mix of supply outlets, manufacturing facilities, warehouses, and commercial office tenancies.
  • Managing the leasing portfolios of Priceline throughout Australia and DHL Express throughout Australia and New Zealand.
  • Assisting market leading organisations including Ericsson, Orora, Accenture, and Sensis with their tenancy affairs including tenancy document preparation, negotiations and enforcements.
  • Acting for the private sector owners of the Casey Shopping Centre and Waverley Gardens Shopping Centre in relation to tenancies at these complexes.
  • Advised Impact Investment Group (IIG) in relation to the preparation and implementation of innovative ‘green leases’, which contain aspirational obligations on how IIG and tenants will collaborate to manage and maintain the precinct’s sustainability.
  • Assisting a high profile Australian Franchisor with multiple disputes following issuance of a Notice of Dispute to the franchisees alleging breaches of the Franchisee agreement and seeking a compulsory mediation under the Franchise Code.
  • Assisting a world-renowned high fashion brand with documenting supply and distribution arrangements in Australia.
  • Acting extensively for Competitive Foods in relation to its Hungry Jacks fast food business. This included advising on and negotiating the contracts for the complete refreshment of the Hungry Jacks website and in-store digital kiosks, as well as procurement of various back office systems.

Key contacts

Jacqui assists clients with mergers and acquisitions, corporate structuring, capital raisings and managed investment schemes.

John Gray

Partner and NSW Government Co-Lead

John is a corporate lawyer specialising in technology and IP law, particularly for IT, telecommunications and media clients.

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