Franchise & Distribution

Gibbons is a full-service law firm that works with franchise and distribution companies in nearly every phase of the franchising process. Our Franchise & Distribution attorneys are dedicated to helping clients achieve the maximum potential of their franchise systems. We provide all the legal assistance that franchisors require in connection with national and international franchise and distribution arrangements and the development, enforcement, and protection of franchise relationships. Attorneys in the corporate and finance, real estate and land use planning, intellectual property, litigation, corporate, tax, employment, products liability, and antitrust areas are available to handle all aspects of legal representation relating to the franchising world in all industries, including the retail, manufacturing, and service industries.

For example, the firm is actively involved in lawsuits involving state and federal regulations, termination of franchises, enforcement of post-termination restrictive covenants, earnings claims, cooperative advertising disputes, consumer fraud claims, Federal Trade Commission (FTC) regulation violations, theft and fraud claims, and leasing and real property disputes. We also have considerable experience in litigating issues involving the interaction between the FTC regulations, state franchise protection statutes, state employment law statutes, and state deceptive trade practices laws. We provide our clients with counseling and advice with respect to the sale, renewal, and termination of franchises. We also draft, and provide advice on various issues associated with, licensing arrangements, disclosure requirements, Franchise Disclosure Documents (FDDs), and franchise agreements.

Areas of Focus


We have counseled franchisors and represented them in litigating antitrust issues. Gibbons attorneys handle civil and criminal antitrust cases, business torts, and competition matters involving such issues as price fixing, market and customer allocation, termination of distributorships, boycotts, monopolization and attempted price discrimination, unfair competition, state antitrust law claims, and restrictive covenant enforcement. In this connection, Gibbons is also accustomed to handling multidistrict and multiparty litigation.


In the trademark area, in addition to litigation, our lawyers handle the preparation, filing, and prosecution of a large variety of trademark applications before the United States Patent and Trademark Office. We perform screening searches and advise clients on potential marks prior to adoption and use, so as to minimize the possibility of infringing an existing mark and maximize the likelihood of registration of a mark. We advise clients in a variety of licensing situations and other corporate transactions involving trademarks. The firm’s practice extends to the full range of issues covered by the Lanham Act, including false and deceptive advertising. Gibbons maintains relationships with intellectual property firms throughout the world and obtains trademark registration for clients in other countries. We prepare trademark applications for both word and design marks involving a wide variety of goods and services.

Real Property

Gibbons has an extensive real estate practice that provides counsel to businesses involved in conveying, leasing, financing, and virtually every other kind of real property transaction. The firm is also recognized for its experience in zoning, planning, and permitting matters, with particular emphasis on commercial, office, and large-scale industrial uses. We regularly work with a number of the most highly respected and best-known architects, planners, traffic engineers, engineering firms and environmental consultants.


The firm’s corporate and finance lawyers are experienced in all types of business transactions, such as initial public offerings; mergers; stock and asset acquisitions and divestitures; issuance and exchange of securities, including private placement and debt offerings; partnering and joint venture agreements; and the entire range of business agreements. Gibbons also has considerable experience in financial services, such as negotiation and documentation of financing transactions; secured and unsecured loans; asset-based financings; factoring; project financings; direct and indirect and leveraged lease financings; syndications and participations in multi-lender financings and LBO financings; bond indenture financings; trust structure financings; recourse and non-recourse real estate financings of all types; letters of credit; and guarantees and other credit enhancement transactions.


The firm handles a broad range of federal, state, and local tax matters for corporate clients. Our tax lawyers advise corporations on the international tax implications of conducting business both in the United States and overseas. We frequently assist clients in planning and structuring their U.S. operations to take into account the tax rules relating to income sourcing, withholding, tax credits, and particular U.S. statutory provisions, such as the branch profits tax and the Foreign Interests in Real Property Tax Act.

Hospitality Industry Issues

We have extensive experience in the hospitality industry, with particular reference to franchised operations. We regularly represent one of the world’s largest hospitality companies and its affiliates across six continents in litigation with former franchisees arising out of termination of franchise agreements. We conducted the nationwide corporate reorganization of a national motel chain, litigating or negotiating with franchisees and co-owners for termination, sale, restitution, and related matters. We have been involved with litigation or restructuring of other entities in the industry, including hotel/casinos and airport hotels.