Foley Distribution & Franchise Practice Group

Well-crafted draft distribution agreements go a long way toward helping you avoid conflicts that may arise in your distribution relationships. Depending on your needs, we can prepare distributor, dealer, franchise, sales representation, supply, and value-added reseller agreements. In addition, we also are experienced with preparing terms and conditions of sale, warranties, and requirements contracts.

Since distributor performance — not distributor termination — is the end objective in a distribution relationship, we work with you to properly plan for performance improvement and in documenting failures in performance.

Finally, should you find yourself faced with a supplier consolidation, we assist with proper planning and documentation, the smooth integration of distribution channels, and the sale or purchase of product lines, as necessary.

In a perfect world, disputes would be resolved without litigation. However, there are situations where litigation is the most effective way to resolve a dispute. Whether the matter involves dealership issues, state franchise law requirements, antitrust issues, or advertising, our attorneys work with you to reach the best possible outcome.

We also can offer you our substantial experience in cases involving product warranties and sales contracts, which often focus on a “battle of the forms” between the buyer’s purchase order and the seller’s invoice. A number of the cases we have handled involve issues under the Uniform Commercial Code (UCC), and have set legal precedents in both state courts and federal appellate courts.

As a franchisor, you understand that there are many issues you need to consider when creating and then maintaining your operations. As legal counsel, we also need to consider multiple areas that impact you, including antitrust, tax, contract, labor and employment, litigation, IP, and licensing — as well as the more unusual aspects of domestic and international franchise laws.

Fortunately, we can call upon the experience of colleagues across the firm as we help you identify and solve issues that arise when structuring and financing your franchise operations; renewing, revising, and expanding existing franchise networks; and acquiring, selling, or terminating franchise operations. Should you find yourself in a dispute, we can help you protect your interests via litigation or mediation.

We work extremely hard to protect your interests. Beyond litigation or mediation, this extends to advocating on behalf of clients like you in hearings and legislative rulemaking sessions before state and federal legislative agencies and commissions.