Franchise Practice

Cohen Mohr represents franchisees with their various commercial transactions and disputes with franchisors. The firm’s franchise practice is led by C. Patteson “Pat” Cardwell, IV, the former general counsel of Realogy Corporation a franchisor of six of the most recognized brands in the real estate industry: Coldwell Banker, Century 21, ERA, Sotheby’s International Realty, Better Homes and Gardens Realty and Coldwell Banker Commercial. Combined, these real estate companies have approximately 15,000 company-owned and franchised offices in the US and other countries and territories around the world.

Following his ten-years representing Realogy, one of the largest real estate franchisors in the world, Pat now represents franchisors and franchisees in various industries. On the Franchisor and Master Franchisor side, Pat assists companies with their Franchise Disclosure Document and other regulatory filings, franchise negotiations, renewals, assignments and disputes. On the Franchisee side, Pat assists franchisees of all sizes, with their review of Franchise Disclosure Documents, negotiation of new franchise agreements, franchise renewals with large and small franchisees domestically and around the world, compliance, assignment of franchise agreements and approval of new franchisees. Pat believes that franchisors and franchisees should be guided by the principals of growing their respective businesses together and works towards reasonable legal solutions designed to obtain the best business plan for the franchisor and the franchisee. Cohen Mohr can apply this vast array of “Franchise knowledge and business practice” in assisting franchisors and franchisees in negotiating their new franchise agreements and renewals and any other issues that may arise during the franchise relationship.

Should dispute resolution, arbitration or litigation become necessary, Cohen Mohr brings considerable litigation experience to bear on behalf of franchisors and franchisees. In his capacity as general counsel of Realogy and lead counsel for the real estate division of its predecessor companies, Mr. Cardwell was responsible for the management of thousands of cases worldwide. He knows the arguments available to franchisees against litigation from their franchisor, including for example:

• improper disclosure;
• fraud and misrepresentation during the sale of the franchise;
• improper or inappropriate changes to the franchise policy that have a material adverse affect on the franchisees;
• permitting the opening of franchise or company owned offices that are too close to existing franchisees and impact their ability to do business;
• breach of the franchise agreement or implied duty of good faith and fair dealing;
• improper termination of a franchisee; or
• improper refusal to renew a franchisee.

Also, Mr. Cardwell has a keen awareness for the arguments available to franchisor’s against franchisees, including for example:

• Failure to report transactions;
  
• Failure to pay royalty fees;
• Failure to pay marketing fees;
• Alleged damage to the goodwill of the brand;
• Failure to comply with post termination obligations;
• Violations of trademark law.

Additionally, Mr. Cardwell’s team assists franchisees in completing transactions with other companies. These transactions include acquisitions of franchises by their franchisors or their franchisor’s affiliate, mergers of franchisees with another company and acquisitions by franchisees of other companies in its market place.

Cohen Mohr also assists master franchisees that have purchased franchise territorial rights to grow an established brand in a specific geographic market. For the master franchisees, we assist the master with its negotiations with its franchisor for the master rights, preparation and filing, if necessary, of the master franchisees offering circular, negotiation of the master franchisees unit franchise agreements with its franchisees and all other day to day business issues of operating a master franchise.