Franchising, Licensing and Distribution

AN OVERVIEW OF KAUFMANN GILDIN’S FRANCHISE PRACTICE

" David Kaufmann is unquestionably an expert in franchise law."
United States District Court, Southern District of New York

" David J. Kaufmann (is) a lawyer in New York who has represented many of the nation’s top franchisors and who wrote the New York franchise disclosure law."
The New York Times

" David J. Kaufmann (is) a nationally recognized expert on franchising."
Crain’s New York Business

" David J. Kaufmann (is) a franchise expert."
The Washington Post

" David J. Kaufmann is one of "franchising’s superstars."
Franchise Times

New York’s federal court and the media have it absolutely right. David - - partner-in-charge of Kaufmann Gildin’s franchise and distribution practice - - is nationally acclaimed as one of the country’s leading franchise lawyers. In fact, since 1996 David has been featured in The Best Lawyers in America under the heading "Franchising - - New York City".

David authored the New York Franchise Act (New York’s franchise statute). He served as Special Deputy Attorney General in the Franchise Section of the New York Attorney General’s office. He is an official advisor to the quasi-governmental organization of state and federal officials responsible for devising and coordinating franchise regulatory activity nationwide - - the NASAA (North American Securities Administrators Association) Franchise Project Group. David is Past Chair of the New York State Bar Association Franchise Law Committee and a past member of the Governing Committee of the American Bar Association Forum and Franchising. He is the New York Law Journal’s franchise columnist and authors the franchise "Practice Commentary" appearing in McKinney’s New York Statutes, which is routinely relied upon by state and federal judges determining franchise disputes.

As well, when the International Franchise Association ("IFA") determined to publish its seminal reference work on franchise law, An Introduction to the Law of Franchising, it turned to David. And when the federal government comprehensively revised its franchise regulation for the first time in almost 30 years, the nation’s leading franchise law treatise - - the CCH Business Franchise Guide - - turned to David to author its definitive analysis, which is used as a reference by attorneys and franchise regulators nationwide.

David leads the team of Kaufmann Gildin’s remarkably bright, talented and experienced franchise attorneys who have seen it, done it and prevailed.  Breton Permesly, who introduces new clients into the franchise arena with sound business advice and comprehensive documents while handling sophisticated issues raised by our nation's older and larger franchisors.  Daniel Gildin, whose talents as the firm’s senior litigator and are renowned among Kaufmann Gildin’s clients. Michael Yamin, whose remarkable knowledge of corporate formation, governance and transactions yields extraordinary benefits to the firm’s franchisor clients. Kevin Shelley, who litigates the tough ones for franchisors - - and whose record is absolutely remarkable. Dale Cohen, a key player in Kaufmann Gildin’s franchise transactional practice, focusing on the preparation of franchise agreements, disclosure documents, securitization financings and M&A activity.

This remarkably talented team of franchise attorneys devotes itself to furnishing every type of legal counsel and representation that a franchisor may need - - whether the franchisor is a "start-up" or, as is the case with many of Kaufmann Gildin’s clients, one of the largest franchisors in the world.

Representative Clients

Kaufmann Gildin’s extraordinary abilities in the field of franchising are perhaps best reflected by the treasured clients who place their trust and confidence in us when confronting significant opportunities, crises or simply the need for everyday legal counsel and support.

Among the largest and most prestigious franchisors and financial institutions whose counsel have selected Kaufmann Gildin to assist them are: YUM Brands, Inc. (KFC/Pizza Hut/Taco Bell/Long John Silver/A&W); 7-Eleven, Inc.; Marriott International, Inc.; Wendy's International, Inc.; Johnny Rockets Groups, Inc.; InterContinental Hotels Group, plc (Holiday Inns, InterContinental Hotels/Crowne Plaza); Arby’s Restaurant Group, Inc; Wyndham Worldwide Corporation (Wyndham Hotels and Resorts/Ramada Inns/Days Inns/Howard Johnson/Super 8/Travelodge); The Museum of Modern Art; Enterprise Holdings, Inc. (Enterprise, National and Alamo vehicle rental networks); and, Jani-King.

In addition to these extraordinarily well known companies, start-up franchisors find Kaufmann Gildin’s experience and efficiency perfectly tailored to their goals and limited budgets. Among the now well known franchisors whose franchise programs were conceived by Kaufmann Gildin are: Ranch 1; Huntington Learning Centers; Ferrara’s of Little Italy; Weichert Realtors; Gallagher’s Steakhouse; The Grand Central Oyster Bar; 1-800-MATTRESS; and, Wok & Roll.

The Need For Speed

When it comes to representing franchisors, speed is an absolute requirement.

At Kaufmann Gildin, we have perfected the art of accelerating client assignments so that absolutely first rate work is produced in the shortest time - - and with the lowest fees - - possible.

Just ask one of the nation’s largest and best known beverage companies. It discovered quite late, and under enormous pressure, that it had to extraordinarily swiftly prepare, register and implement a franchise program. The company called on Kaufmann Gildin in a panic. The panic was not necessary - - only skilled expertise. Just eleven days after first meeting with the client, all necessary franchise agreements, ancillary agreements and disclosure documents were prepared and registration of same accomplished - - all to the client’s very exacting standards, without sacrificing an iota of quality and for a fee that even the client agreed was modest.

Keeping Your Legal Fees To The Absolute Minimum

It sounds counterintuitive, doesn’t it? A law firm seeking to minimize the fees that it charges its clients.

But at Kaufmann Gildin, we are proud that our reputation for quality and excellence is coupled with a reputation for efficiency and economy. We know the enormous pressure that corporate counsel are under to keep their budgets in line and to minimize outside counsel fees. And we make every effort to help them do just that.

Kaufmann Gildin is proud of the fact that in all the years of our existence, only a handful of times has a client ever questioned so much as a single billing entry. (And on those handful of occasions where a question has arisen, it has always been swiftly addressed to the client’s satisfaction.) We follow this approach for a simple reason. Kaufmann Gildin’s relationships with its clients are too valuable, and the need for day-to-day closeness and trust so critical, that we never want a client to harbor - - even for a moment - - resentment that any given time charge was excessive. We would rather sacrifice a few dollars instead of sacrificing our most prized possession: the confidence, trust and loyalty that our valued clients vest in us.

Our Experience Speaks For Itself

At Kaufmann Gildin, the difficult we do every day. It is the impossible that takes just a bit longer.

We are proud that we possess a remarkable national reputation among franchisors, the franchise bar, government officials and the Media for furnishing both to start-up and mature franchisors the full panoply of business and legal counsel that they require. But what really gets us going is the chance to help our clients confront and surmount unique, challenging and often unprecedented opportunities and hazards.

When one of the country’s largest guest lodging franchisors, its corporate parent and its chairman (in his individual capacity) were sued for over $50 million for allegedly engaging in franchise fraud, it was Kaufmann Gildin’s attorneys who successfully defended the action. The result? Toward the end of the third week of the jury trial, the presiding judge warned the franchisee-plaintiff that it was headed for defeat and urged Kaufmann Gildin and its client to settle the action for a negligible sum (which, rounded the nearest million dollars, would be $0) - - a course of conduct the client deemed extraordinary.

When the International Franchise Association (IFA) determined to publish its seminal reference work An Introduction to the Law of Franchising, it turned to Kaufmann Gildin's David Kaufmann.

When The Best Lawyers in America and The New York Area’s Best Lawyers (New York Magazine) published their rankings over the past 20 years, our David Kaufmann was the only franchisor attorney always listed under the heading, "Franchising - - New York City".

Indeed, our David Kaufman was New York Magazine's first ever "Franchise Lawyer of the Year".

When a securitization financing involving a franchisor’s royalty stream had never before been successfully accomplished, it was Kaufmann Gildin which in 2000 co-developed (with one of the nation’s largest law firms) the structural template which, with but a few modifications, successfully has been utilized in every succeeding franchise-related securitization which has transpired in the United States.

When a nationally known QSR franchisor was threatened with criminal indictment for failing to detect and prevent its franchisee’s criminal activity, it was Kaufmann Gildin which interceded and, following lengthy dialogue with the prosecutor, secured withdrawal of this dire threat.

When the leading franchise law treatise, the CCH Business Franchise Guide, determined to prepare a comprehensive report and analysis of the federal government’s comprehensive revision of its FTC Franchise Rule, it turned to Kaufmann Gildin to prepare a report and analysis. This special CCH Business Franchise Guide report on the revised FTC Franchise Rule is now used as a reference tool nationwide both by attorneys in private practice and by government regulators.

When the Federal Trade Commission and the New York Attorney General determined to partner with the National Franchise Council (an organization of some of the country’s largest and most prestigious franchisors, now a part of the IFA) to establish an "alternative law enforcement program" for franchisors violating federal or state franchise laws, it was David Kaufmann - - the NFC’s General Counsel - - who developed the program with the NFC’s President and Executive Board.

Finally, when a nationally known convenience store franchisor was declared by New York to have statutorily forfeited its right to its critical liquor license (necessary for the sale of beer and wine coolers), and after two lawsuits brought by other counsel to maintain the license cost much but utterly failed, it was Kaufmann Gildin which had that liquor license maintained - - without litigation and at minimal expense - - under a completely novel theory propounded by the firm.

An Invitation To Meet

We thank you for your interest in Kaufmann Gildin’s franchise practice. We invite you to learn more about us and give us the opportunity to learn about you. Come visit us at our New York City offices - - or let us visit you at your office. Read the many articles, books, newspaper columns and treatises authored by our franchise attorneys. Watch us on television as CNN, CNBC and other news media turn to us for our expertise. Attend one of the many gatherings where Kaufmann Gildin attorneys offer their insights to other attorneys; business leaders; government officials; and, the media.

Or simply call us and ask how we can help you.

Is there a way that our experience, expertise and efficiency can help you and your company? Let’s talk.


See Palezzetti Import/Export, Inc. v. Morson et al., 2001 WL 793322 (S.D.N.Y. July 13, 2001).