Terminating a Franchise Agreement

Franchise agreements are usually fixed-term contracts. Termination can occur either at the end of the term, by agreement between the parties, or in specific situations such as breach, non-performance, insolvency, or under a cooling-off right. However, termination must be handled carefully to avoid legal exposure.

We Assist With:

Drafting termination notices and responding to alleged breaches

Negotiating mutual termination or early exit strategies

Managing handover of intellectual property, stock and business assets

Enforcing post-termination non-compete or confidentiality clauses

Terminating a franchise prematurely can lead to legal action if not properly handled. Our lawyers guide clients through the legal process and negotiate favourable exits that protect their business and personal interests.

Non-Compete and Restraint Clauses

Franchise agreements often contain clauses that prevent franchisees from operating a similar business within a certain geographic area and timeframe after termination. These restraint clauses must be carefully drafted to be enforceable, and their reasonableness often depends on the nature of the business and market.

Key Considerations Include:

The duration and geographic scope of the restraint

The protection of legitimate business interests

Whether the clause unreasonably restricts trade or employment

We advise both franchisors and franchisees on how to draft, enforce, or challenge restraint clauses — balancing legal protection with fair business practice.

Multi-Site Franchise Expansion

For franchisors, growing your system through multi-site expansion brings new opportunities and legal complexities. Our lawyers assist with the structuring and rollout of multi-unit franchises and master franchises across NSW and nationally.

Legal Support for Expansion Includes:

Structuring multi-unit development agreements

Ensuring brand control across multiple territories

Aligning agreements with franchise code and consumer law

Advising on interstate compliance and cross-border legal issues

We also assist with the creation of master franchise agreements and assist international brands looking to expand into the Australian market.

Franchise Leasing and Site Agreements

Most franchise models are location-based, and the lease is a critical component of the arrangement. We advise clients on lease review, negotiation, assignment, and exit — ensuring it aligns with the franchise agreement and business plan.

We Can Help With:

Reviewing lease terms and ensuring landlord obligations are fair

Managing franchise and lease transfers during sale or termination

Addressing rental disputes and lease breaches

We collaborate with retail leasing specialists and use resources like Small Business NSW and the NSW Office of Fair Trading to stay current with retail lease laws.

Disclosure Documents and Due Diligence

Before signing any franchise agreement, both parties must comply with the Code’s disclosure requirements. Franchisors must provide a full disclosure document and a copy of the agreement at least 14 days before execution. Failure to do so may render the agreement unenforceable or expose the franchisor to penalties.

We Review and Advise On:

Accuracy and completeness of disclosure statements

Financial forecasts and risk warnings

Litigation history of the franchisor or directors

We ensure that clients meet their obligations and receive full transparency to avoid future disputes.

Resolving Breaches and Misrepresentation

Allegations of misleading conduct or failure to uphold contractual promises are common in franchise disputes. Under the Australian Consumer Law, parties can seek remedies where false claims have influenced a business decision.

Our Legal Team Can Assist With:

Investigating breaches of agreement or code obligations

Commencing action for misrepresentation or misleading conduct

Seeking damages, contract rescission or negotiated settlement

Our lawyers work closely with financial and forensic experts where necessary to prepare evidence and quantify loss.

Franchise Business Structuring

Choosing the right structure is critical for liability protection, tax planning, and scalability. We advise franchisors and franchisees on structuring options including companies, trusts, partnerships, or joint ventures.

Structuring Advice Includes:

Establishing a company or trust to hold franchise rights

Registering trading names and securing ABNs

Structuring for GST, payroll tax and franchise fees

We work in tandem with accounting firms like HLB Mann Judd and Crowe Australasia to build structures that match your growth goals.

Ongoing Legal Support for Franchise Networks

Legal needs don’t end when the franchise is signed. Our clients benefit from ongoing advice on employment law, branding issues, consumer complaints and system compliance.

Ongoing Support Services:

Employment contracts, awards and Fair Work issues

Social media and IP enforcement

System policy updates and compliance training

Jameson Law becomes a legal partner to your business, helping you adapt and grow without unexpected surprises.