MSM acts for franchisors, franchise associations and franchisees in the areas of franchising, licensing and distribution. We provide legal advice with respect to:


Franchisor Services

  • the structure and preparation of franchise agreements and ancillary documentation (i.e. sublease agreements, general security agreements, trade mark license agreements, software license agreements, etc.)
  • the preparation of disclosure documents for new franchisors to comply with the Arthur Wishart Act (Franchise Disclosure) 2000 (Ontario) and other provincial franchise legislation (collectively “Franchise Legislation”)
  • legal aspects of franchising a business
  • the preparation of disclosure documents for non-Canadian franchisors to comply with Franchise Legislation
  • advising franchisors with respect to the impact of technology and communication on franchise and distribution relationships, including electronic commerce issues
  • advising franchisors with respect to other areas of law which impact on the operation of franchise systems, including business law, information technology, employment, leasing, taxation


Franchisee Services

  • business/legal aspects of buying a franchise, including review of disclosure documents
  • resale’s and renewals
  • structuring advertising funds programs and materials


Franchise Relationship Services

  • addressing relationship problems and advising on ways to enhance franchise and distribution relationships
  • defaults, terminations and transfers
  • establishing, structuring, organizing and advising Franchisor Advisory Councils
  • establishing, structuring, organizing and advising Franchisee Associations
  • insolvency issues
  • the obligations imposed on the franchise relationship by Franchise Legislation


Franchise Litigation Services

  • legal proceedings to obtain or defend claims for injunctive relief to enforce termination rights, restrictive covenants
  • protection of trade-name, trade-mark, domain name rights and other intellectual property rights
  • representing franchisors, franchisee associations and franchisees with their disputes through negotiation, mediation, arbitration (all forms of alternative dispute resolution mechanisms) or litigation regarding all aspects of the franchise relationship including breaches of the statutory duty of fair dealing pursuant to Franchise Legislation
  • representing franchisors and franchisees in class and representative action


Franchisor Services, Franchisee Services and Franchise Relationship Services

Key Contacts: David Kornhauser, David Gray


Franchise Litigation Services

Key contacts: Howard Manis, Michael Kleinman

Practice Group Members: David Gray, Jill Knudsen, David Kornhauser, Shawn Pulver.