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Understand Relevant State Law When Starting a Franchise
Many people make the mistake of assuming that uniform legal principles apply to franchising and that state laws applying to franchising are essentially the same no matter where you go. This assumption could not be more wrong. In fact, the differences in state law from state to state can have a substantial effect on the outcome of disputes between franchisee and franchisor.
A recent case highlights a significant advantage one state, New Jersey, gives its franchisees over its sister state, Pennsylvania. In New Jersey, all contracts (including Franchise Agreements) are subject to implied covenants of 'good faith' and 'fair dealing.' This means that a franchisor's conduct in performing its duties under the franchise agreements (such as training, advertising, representations relating to build-out costs, etc.) are subject to a higher standard than simply what is actually written in the agreements. For example, if a New Jersey franchisor states that it will use its 'best efforts' to obtain an appropriate location for a franchisee, those 'best efforts' will be judged on a 'good faith and fair dealing' standard. In contrast, many Pennsylvania franchisees may be surprised that there is no 'good faith and fair dealing' requirement in Pennsylvania regarding a franchisor's performance of its obligations under the franchise agreement. This fact has been confirmed recently in Keshock v. Carousel Sys., Inc., No. 04-758, 2005 WL 1198867, which specifically addresses the good faith and fair dealing concepts as they apply to franchisees.
In addition to differences in state case law, the statutes of the various states also vary widely. Franchisors know that some states are 'registration' or 'business opportunity' states (which often require UFOCs to be reviewed by the state prior to use) and require prior approval by a state agency. Of more interest to franchisees, however, are the substantive differences in the rights accorded to both franchisees and franchisors in the individual state statutes relating to franchising. The differences in these statutes may be determinative in the outcome of various disputes concerning important issues such as termination, renewal, and transfer rights.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.