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Civil Litigation

Franchisor Breach of Contract

Franchisees who believe the franchisor has broken its promises often want to stop paying royalties right away. That instinct is understandable, and it is also one of the quickest ways to hand the franchisor grounds for a termination notice.

Reviewed

01 GUIDE

Franchisor Breach of Contract: what usually happens

Common claims against a franchisor

Franchisor breach of contract claims tend to cluster around a few themes: a new location or online channel cutting into a protected territory, training and support that never matched the agreement, supply or pricing requirements imposed in ways the contract did not allow, and termination or nonrenewal on grounds the franchisee disputes. The agreement's wording matters more than the sales pitch, because most franchise agreements contain integration and no-reliance clauses aimed at statements made outside the document. Separate from the contract, federal disclosure rules and New York's franchise sales law govern what had to be disclosed before you signed, and a disclosure problem is analyzed differently from a performance problem.

Keep operating while the record is built

Unless counsel advises otherwise, continuing to meet your own obligations usually protects your position, since a franchisee in default has fewer options. Gather the franchise agreement, any amendments and renewal documents, the disclosure document you received and the date you received it, operations manual excerpts, and correspondence with field consultants. Sales data from before and after an encroaching location opened can be important in a territory dispute. If other franchisees in the system share similar complaints, note that, but be careful with group chats and joint emails, which can become evidence.

Reading the dispute clauses first

Franchise agreements commonly require mediation or arbitration, name a forum in the franchisor's home state, and waive jury trials or class actions; some of those terms are enforceable as written and some may be limited by state law. Many also shorten the time to bring a claim, so the calendar deserves early attention. We read those provisions, any notice-and-cure requirements, and the termination clause, and then weigh what you want from the relationship. Some franchisees want to stay and fix it, others want to exit with a release, and the path to each is different. We also look at any personal guarantee you signed, because a dispute with the system often reaches the owner personally.

02 ATTORNEYS

Who you would be working with

Attorneys at our New York and Washington, D.C. offices handle matters like this one.

05 HOW WE WORK

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06 OFFICES

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Attorney Advertising. This page is general information about franchisor breach of contract and is not legal advice. Reading it does not create an attorney-client relationship. Outcomes depend on the facts of each matter, and prior results do not guarantee a similar outcome. Laws differ by state and change over time.