Franchise Services

Himelfarb Proszanski currently represents one of the largest franchise associations in Canada and several Canadian franchisors that cumulatively have in excess of 500 operating locations. We act and have acted for a wide variety of individual franchisees in all segments of the market including, quick service restaurants, licensed establishments, magazine and national retailers, and a professional sports franchise.

We advise both franchisors and franchisees on financing their business and provide strategic analysis and guidance regarding owning and operating a franchise in Canada. Our commitment to our clients means that we also provide expedient, cost-effective, and on-going legal advice after a franchise has commenced operations. Our services also include drafting all necessary documents with regard to establishing a franchise association in Canada.

Contact info

+1-877-820-1210 ext 222
peter@himprolaw.com

We have acted for various clients on a multitude of transactional issues such as:

Advising on compliance with statutory disclosure requirements and drafting disclosure documents
Reviewing and advising on franchise agreements
Enforcement of rights pursuant to franchise agreements
Advising on mergers, sales, and acquisitions of franchise systems
Preparation and review of real estate transaction documents including third party supply agreements, leases, purchase and sale contracts, assignment agreements, and resulting tax implications
Insolvency and tax matters

Our firm’s lawyers also have extensive experience drafting all ancillary documents necessary for acquiring, selling, and operating a franchise system. Some of the documents we have drafted for clients include:
Real estate leases and subleases
Collateral assignments of leases
Equipment leases
Confidentiality, employment, noncompetition, and construction agreements

Himelfarb Proszanski has over 20 years of experience in representing both franchisees and franchisors. Mr. Proszanski himself has served as in-house counsel for one of the largest companies in the beverage industry and was responsible for franchise licensing, distribution, and co-packing agreements.

Working with Mr. Proszanski, is a coordinated and highly-skilled team of professionals with significant experience advising, litigating, and arbitrating on franchise law matters. David Himelfarb is Partner and head of the Litigation practice at Himelfarb Proszanski. He has extensive experience in representing clients in complex franchise litigation matters. He has also appeared before all levels of court in Ontario and has represented clients at the Supreme Court of Canada. .Tonya Mah is a long-standing member of the Himelfarb Proszanski franchise law division. Her vast experience in advising clients regarding the structuring of purchase and sale transactions and reviewing financing and licensing matters makes her a highly valuable asset to any franchising law team. She also advises franchisees on their rights in relation to franchisors. Brian McCutcheon focuses primarily on real estate and commercial law. He has developed unique skills dealing with financing and secured transaction matters, including the investigation and review of due diligence and mandatory disclosure materials. Mr. McCutcheon is also highly skilled in lease preparation, negotiation, and review. He routinely advises clients on franchise agreements and drafts disclosure documents. Trent Morris brings a wealth of knowledge and a long list of accomplishments to the firm. Prior to joining Himelfarb Proszanski, Mr. Morris was at a large national law firm practicing in the area of complex commercial litigation. He is a talented litigator and has represented clients in two matters of national importance before the Supreme Court of Canada and been part of a trial team which successfully invalidated the patent of one of the top ten selling drugs in Canada and the world. He has authored several articles and has been a guest speaker and presenter at continuing legal education seminars.

The combined experience of our franchise law team allows us to frequently achieve favourable results and compensation for our clients. The complexities of franchise law necessitates an exceptionally competent team with significant experience in that area. Let a firm with over 20 years experience protect your rights with professional and cost-effective service.

Franchisor Services

At Himelfarb Proszanski, we provide a full range of legal services to businesses that wish to distribute an existing franchise system or maintain existing operational relationships with franchisees. Franchising is a highly complex area of law and requires specialization to avoid the common pitfalls that exist. Our lawyers have extensive experience handling complex corporate and commercial matters and will utilize this knowledge in drafting and reviewing all franchise documents, including ancillary documents, to ensure that all disclosure document requirements are fully satisfied. We also provide strategic analysis on the financial and tax implications of distributing your franchise.

Failure to comply with mandatory disclosure requirements can result in significant financial consequences for franchisors. In advising our clients, we pay close attention to the requirements of the Arthur Wishart Act to ensure that our clients’ businesses and intellectual property are protected. This Act creates a duty of fair dealing between franchisor and franchisee, imposes a duty on the franchisor to provide comprehensive documentary disclosure, and allows for statutory causes of action where mandatory disclosure requirements have not been satisfied.

The Franchisor Services we provide include:

Advising on compliance with statutory disclosure requirements and drafting disclosure documents
Advising on mergers, sales, and acquisitions of franchise systems
Trade-mark registration and protection
Negotiating, preparing, and reviewing franchise purchase documents
Reviewing franchise agreements and operating manuals
Drafting territorial agreements
Preparation and review of all real estate transaction documents including third party supply agreements, leases, purchase and sale contracts, assignment agreements, and resulting tax implications

Obtaining liquor licenses
Advising on Canada Health Department regulations and appeals
Advising on Competition Act issues
Advising on financing, tax implications, and risk assessment
Advising on employment issues
Advising on insolvency issues
Providing services during litigation and all forms of Alternative Dispute Resolution (negotiations, mediation, and arbitration)

Franchisee Services

Whether starting up a new franchise or operating an existing one, dealing with large and established corporations can be an intimidating task for individuals. The lawyers at Himelfarb Proszanski have the knowledge, skills, and experience to deal with these franchisors. Our firm will ardently represent franchisees in all aspects of the franchise relationship. Whether reviewing and advising on franchise agreements, dealing with supplier disputes, or instituting legal proceedings, our multi-disciplinary approach to legal practice ensures that clients have a full range of legal services available to protect their rights and expectations.

The Franchisee Services we provide include:

Preparing and reviewing franchise purchase documents
Preparing, reviewing and advising on franchise agreementsoperating manuals and disclosure documents
Negotiating renewals and enforcement of rights pursuant to franchise agreements
Advising and ensuring franchisor has complied with statutory disclosure requirements
Incorporating businesses
Advising on franchisee advertising rights
Creating “buying groups” which allow franchisees to benefit from lower costs through volumetric purchasing of goods and services
Liquor license applications

Canada Health Department regulations and appeals
Analysis and interpretation of wrongful termination franchise agreement and non-renewal of franchise agreements
Analysis and interpretation of breach of contract claims by franchisors
Providing services in relation to disputes with suppliers
Providing services in relation to misrepresentation and negligent projection matters
Advising on employment issues
Advising on financing, tax implications, and risk assessment
Providing full range of litigation and arbitration services for franchise disputes

Franchise Associations

Himelfarb Proszanski currently represents one of the largest franchise associations in Canada.

Our firm also represents or has represented associations that are involved in the university and community college sector, employer associations in the construction industry, mutual farm insurance groups, and a licensed establishment franchisee association.

Our experience has also allowed us to skillfully advise our clients and draft documents necessary for organizing franchisees into franchise associations. In the past, we have consulted on association governance issues and drafted by-laws in compliance with the Corporations Act.

We also advise our clients on strategic financial and tax implications, structuring a franchise system, and establishing disclosure requirements, as well as drafting and reviewing all documents necessary to operate a franchise system.

Franchises - Complying with Canadian Law and Disclosure Requirements

The law is constantly changing with regard to franchises as seen with the introduction of new franchise privacy, consumer protection, and competition laws. It is important that franchisors and franchisees understand and remain compliant with both, the amendments to existing laws and the implementation of new legislation governing franchise operations.

Himelfarb Proszanski will assist new and existing franchises to ensure compliance with all government regulations. We will provide comprehensive review of existing franchise agreements and disclosure documents to guarantee compliance with statutory requirements and regulations allowing our clients to operate their businesses with minimal legal distractions.

We also provide legal advice regarding any and all legislation affecting our clients’ franchise operations including, but not limited to, compliance with the Arthur Wishart Act, Competition Act, Investment Canada Act, and Alberta Franchises Act, and other privacy legislation.

Foreign Franchises - Operating in Canada

Canada’s geographic proximity to the United States makes it very attractive for foreign franchise expansion into Canada. Our lawyers have the knowledge and skills to assist clients in drafting disclosure documents and franchise agreements to ensure that all provincial and federal regulations are complied with. This includes advice regarding, the Investment Canada Act, tax implications of establishing a franchise in Canada, and specific provincial requirements which allow a foreign franchisor to legally operate in Canada. Furthermore, we will review existing foreign franchise agreements and disclosure documents to ensure that these documents meet all applicable Canadian standards.

Our firm is a proud and long-standing member of CONSULEGIS, an international association of esteemed law firms. This association allows us to provide seamless service to domestic and foreign franchise clients within Canada and throughout the world.

Franchise Litigation Services

As with all business relationships, disagreements will inevitably arise. Should negotiations fail, Himelfarb Proszanski will vigorously defend and protect our clients’ interests. Collectively, the lawyers at Himelfarb Proszanski have over 20 years experience assisting clients and addressing issues specifically related to franchises. We have experience before all levels of courts and tribunals in Ontario and are regarded as one of Ontario’s leading litigation firms. Our firm is recognized for its zealous advocacy in complex commercial litigation matters.

The diversity of our law practice allows our commercial lawyers to coordinate with our highly-talented litigation team so that all available resources are efficiently utilized to better serve our clients.

For our clients we have:

Provided a full range of litigation services including seeking injunctions, conducting trial proceedings and appeals
Successfully negotiated and litigated 5 settlements in recent years allowing our clients to obtain several settlements and judgments in excess of $1 million dollars
Litigated and achieved several of the largest damage awards in Canadian franchise law history
Litigated misrepresentation and negligent sale and projection matters

Alternative Dispute Resolution Services

Himelfarb Proszanski has extensive experience in advocating for our clients through a variety of alternative dispute resolution services such as negotiation, mediation, and arbitration. Not only does this contribute to cost-efficient and effective representation, it also gives our clients a wide variety of remedies available to them to ensure that, whatever the forum, the best possible solution is achieved.

We pride ourselves on our reputation for providing timely, knowledgeable, and effective services at rates that are cost-effective. While offering the experience of our broadly – based, skilled practice group dedicated to franchisors and franchisees, you can be assured of the continuity of our service while building a rapport with a team dedicated to your matters.