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Franchised businesses account for about 40 percent of retail sales in the US, more than a trillion dollars a year, and have about 10 million employees. Franchising is growing: a new franchise opens about every eight minutes of every working day. Although most people may associate franchising with “fast food restaurants,” franchising is prevalent in many areas of the economy, including automotive, hotel, various retail establishments, and numerous business services, among others. With the explosive growth of franchising, which really began in the 1950s, has come the development of franchise law as a separate discipline during the past 60 or so years and significant growth in the number of lawyers who practice in this field. Thus, franchising and the evolving practice of franchise law have a great practical impact on the US, and global, economy. Franchise law is a combination of contract and statutory law, and is heavily influenced by trademark, antitrust and other areas of business law. Franchise agreements tend to be lengthy multi-year trademark licensing agreements. Franchising is regulated at both the federal and state level. Franchise sales are regulated by state and federal disclosure requirements, analogous to SEC requirements. Automotive and petroleum franchise relationships are regulated by specific federal statutes, while various states regulate aspects of the franchise relationship, such as enforcement of standards, termination and renewal of the relationship. There is a substantial amount of litigation in franchising, involving not only disputes between franchisors and franchisees, but also consumers and others. Many common law contractual concepts, such as the “implied covenant of good faith and fair dealing, have evolved and continue to evolve in the context of franchise law. Franchising is also growing rapidly outside the US; accordingly, a variety of laws, enacted by other countries, are relevant. This course will cover the legal and practical business basics of franchising, including analysis of franchise agreements and structuring the franchise relationship; the process of offering franchises for sale, including disclosure requirements; statues specifically addressing the franchise relationship; the effect of antitrust, employment, trademark and other intellectual property law on franchising; contract and other common law concepts that affect the franchise relationship; international franchising; franchise-related litigation; and current issues in developing franchise law. The seminar will emphasize class participation, including mock negotiations.
Flex exam at end of semester, with a paper option in lieu of exam due via EXPO. The paper submission deadline is the last day of the exam period at 4:30pm (EST).
*Yes means professor requires everyone in the course to submit a substantial research paper (which is the requirement standard in Academic Policies), so no paperwork required to be submitted to SRO. No means student must timely submit paperwork to SRO if intending to use a paper in this course to satisfy the Writing Requirement.
**Yes indicates course credits count towards UVA Law’s Prof. Skills graduation requirement, not necessarily a skills requirements for any particular state bar.