TIM PICKWELL, APC
FRANCHISE, TRADEMARK, LICENSING & LEGAL EXPERIENCE
Domestic Franchise Document Creation & Registration, Review and Transactions
a. Creation of Franchise Agreements and Franchise Disclosure Documents (“FDD” formerly “UFOC”)
- Since 2005 have worked closely with several existing concepts and start-ups to structure franchise agreements, related contracts, and FDD’s. Clients have included:
- A 70-unit QSR chain;
- Start-up franchisor in home services industry
- Equipment manufacturer with industrial equipment rental franchise
- Mobile home-based retail business
- California-specific, site-specific franchise agreement and FDD for international Japanese restaurant concept
- A 200-unit woman’s weight loss center chain
- A start-up concept that shrink wraps very large objects
b. Nationwide Franchise Registration Process. Franchising is regulated in 15 states, and business opportunity laws may affect the unwary in several more states. Since 2005, the firm has handled registration matters for the following clients:
- All national FDD renewals and filings for 450-unit auto after-market franchisor.
- All filings for 8 California-based master franchisees of a 1,000 unit national chain.
- All national FDD renewals for commercial brokerage concept.
- Renewals and registrations for a national business coaching franchise concept.
- FDD updates and renewals for a $300 million revenue restaurant chain.
c. On behalf of multi-unit and single unit franchisees, we have reviewed FDD’s and negotiated changes to franchise agreements for individuals purchasing a franchise from the following concepts:
- National Appeal
- The Bar Method
- Tacos Del Mar
- System 4
- Liberty Tax
- Jackson Hewitt
- Burger King
- California Closets
- LA Boxing
- Velocity Sports
- Planet Fitness
- Bear Rock Café
- Red Brick Pizza Oven
- Mr. Payroll
- . . . and more!
d. The firm has been lead counsel, or special franchise due diligence counsel on the acquisition or sale of franchisors including:
- Representing the European buyer of an American destination management services franchisor for $7.0 million
- Representing the seller of a 200-unit franchise chain for $4.5 million
- Participating as franchise due diligence specialist for the buyer in the $31.0 million acquisition of a 300-unit QSR chain
- Handling franchise matters for the seller in the sale of a 45-unit chain for $2.5 million in stock and cash.
International Franchise Agreements, Joint Ventures and Strategic Alliances
a. International Franchise
- As Senior Vice President & General Counsel for Catalina Restaurant Group Inc., I re-ignited long-dormant discussions with Japanese licensee about potential sale of Coco’s® trademarks in Asian market. With company facing cash crunch and year-end deadline, was able to sell marks for several million dollars, and close deal by December 21.
- Was able to convince two money losing units in Dubai to purchase Coco’s brand in Mid-East markets for six-figure sum.
- As Director of International Franchising, represented Jack in the Box® in marketing territorial franchise agreements in Chile, Argentina, Mexico, Egypt and throughout Southeast Asia and the Middle East. Business travel included multiple trips to and negotiations in Egypt, Hong Kong, Singapore, Shenzen, Shanghai, Argentina and Chile. Managed multi-million dollar international department budget
- Supervised the Director of International Operations and initiated development of training centers in Asia and the United States.
- Coordinated architecture, design, shipping and equipment logistics services to enable development of over 35 units in 7 nations in 18 month period.
- Inspected and audited food manufacturing facilities in Egypt, Argentina and U.S.
- Developed all marketing materials (print ads, brochures, video) positioning Jack in the Box as the cool, young, “California Concept” (since McDonald’s had already planted the American flag in each market).
- Over a six year period, represented Century 21 Real Estate Corporation (“Century 21”), a 6,000 unit, 24 nation real estate brokerage franchise organization in drafting and negotiating master franchise agreements in:
- New Zealand
- Hong Kong
- Puerto Rico
- The Caribbean
- the United Kingdom
- Northern Ireland
- Negotiated and modified individual deals according to my analysis of relevant tax treaties and local laws in order to minimize exposure and maximize revenue to CENTURY 21. I was responsible for hiring local counsel, and for face-to-face negotiations with prospective licensees. I worked closely with the Vice President of International Expansion to identify prospective customers, and to perform due diligence investigations. I was charged with negotiating favorable terms, while maintaining a positive on-going relationship and ensuring appropriate, culturally sensitive behavior with each master franchisee.
b. Joint Product Developments & Co-Branding
Click here to view full Domestic Franchise Document Creation & Registration, Review and Transactions
Recent Transactions (Past 60 Days):
- Created franchise agreement and franchise disclosure document for Japanese restaurant concept.
- Handled renewals and registrations for franchisor clients throughout the country.
- Worked closely with national franchise consulting group to draft franchise agreements, related documents, and franchise disclosure documents for a start-up franchisor client.
- Helped navigate thorny encroachment issues for franchisor selling products to OEM manufacturers in franchisee territories.
- Reviewed franchise agreements and negotiated significant changes for franchisees of a fitness gym chain.
- Drafted Default Notices and Termination Notices in disputed terminations for restaurant franchisor, fitness studio franchisor and after-market auto franchisor.
- Participated in mediation process for Franchisor client.
- Filed exemptions for a franchisor under Business Opportunity laws in Connecticut, Florida, Kentucky, Nebraska, and Texas.