Franchise Law

Section 1, Fall 22

Schedule Information

Enrollment: 5/16
Credits: 2
Days* Time Room Start Date End Date
  • R
  • 1540-1740
  • SL268
09/01/2022 12/01/2022
*“R” means Thursday

Course Description

There are approximately 800,000 franchised outlets in the U.S., employing approximately 8 million workers, and generating at least $750 billion in sales. Franchising is growing: it has been estimated that a new franchise opens in the U.S. roughly every 8 minutes of every working day. But, in recent years, global expansion of franchising has been at least as rapid. 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. 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 65 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 U.S., and global, economies. Franchise law is a combination of contract and statutory law and is heavily influenced by trademark, antitrust, employment and other areas of business law. Franchise agreements tend to be lengthy, multi-year trademark licensing agreements. Because franchising involves distribution of goods and services, antitrust and other competition law considerations must be taken into account. Franchising is also regulated at both the federal and state levels. Franchise sales are regulated by state and federal disclosure requirements, analogous to SEC requirements. Automotive, petroleum and certain other franchise relationships are regulated by specific federal and state statutes, while various states more broadly regulate aspects of the franchise relationship, such as termination or renewal of the relationship. There is a substantial amount of litigation in franchising, involving not only disputes between franchisors and franchisees, but also disputes with consumers and others. Many common law contract concepts, such as the “implied covenant of good faith and fair dealing,” have evolved and continue to evolve in the context of franchise law. Because franchising is also growing rapidly outside the U.S., laws and regulations of other countries are also relevant. This course will cover the legal and practical business basics of franchising, including, structuring of the franchise relationship and the analysis of franchise agreements; the sales process and disclosure requirements; the relationship to franchising of trademark, antitrust, employment and other general areas of statutory law; contract and other common law concepts that affect the franchise relationship; statutes specifically regulating the franchise relationship at the state and federal level; automobile, petroleum and international franchising; franchise-related litigation; and current issues in developing franchise law. At the end of the semester, there will be mock negotiations of a franchise dispute.

Course Requirements

Exam Info:
Final Type (if any): None
Description: None

Written Work Product
Written Work Product: Students will write a paper or draft a hypothetical franchise agreement. Papers will not be expected to exceed 10 pages, although a draft franchise agreement likely will exceed that length. In addition, in connection with negotiations of a franchise dispute at the end of the semester, students will be expected to prepare a short proposal for resolution of the dispute, which will not need to exceed three pages. All work will be submitted via EXPO (deadlines to be announced).

Other Work

Other Course Details
Prerequisites: (Contracts (6002)) Concurrencies: None
Mutually Exclusive With: None
Laptops Allowed: Yes
First Day Attendance Required: No
Course Resources: To be announced.
Course Notes:

Graduation Requirements

*Satisfies Writing Requirement: No
**Credits For Prof. Skills Requirement: No
Satisfies Professional Ethics: No

*If “Yes,” then students are required to submit a substantial research paper in this course, which means students do not need to submit any form to SRO for this paper to meet their upper-level writing requirement. If “No,” then students must submit a “special request” e-form to SRO (available via LawWeb) no later than five weeks after the start of the term for a paper in this class to be counted toward the upper-level 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.

Schedule No.
Law No.
Modified Type
ABA Seminar
Cross Listed: No
Cross-Listed Course Mnemonic:
Public Syllabus Link: None
Evaluation Portal Via LawWeb Opens: Wednesday, November 30, 12:01 AM
Evaluation Portal Via LawWeb Closes: Friday, December 09, 11:59 PM