Denver Colorado Franchise Attorney Martin A. Mansfield, Jr.

Before you See Me:

Pick from businesses that fit you.

Successful franchises exist in just about every business under the sun.  So there is no need for you to pick a business for which you have no passion just because it looks profitable.  You will have to make your franchise successful using the system the franchisor provides.  The more you like that business, the more energy you will put into it and the more successful it will be.  So take the time to research the gamut of franchises out there to select the ones you'd really like to operate.

Stay within your economic limits.

Franchises exist for everything from home-based to kiosks to small storefronts to multi-story hotels to billion dollar bottling plants, and franchisees are making money in all of them.  Pick one that leaves you some economic margin.  It's hard to succeed in any venture when you have to worry about having spent every last dollar to get into it.  There are always unforeseen expenses.    

Get promotional material from a variety of franchises.

You can begin to get a clear picture of what franchise will work best for you by evaluating the promotional material from a number of potentially suitable franchises.  See if you like the flavor of what is said.  See if you agree with their stated business philosophy.  Just don't be swayed by any suggestions that the franchise will automatically do well - that requires further objective analysis.

Speak with selected franchisors.

Franchising is a working relationship.  You can find a lot out about how you'd like to work with a given franchisor by just calling them on the phone and talking with them.  

Get the legally required offering circulars.

Once you've narrowed your choices it's time to fill out the applications and send for the legal documents, known as the (Uniform) Franchise Disclosure Document ((U)FDD).  The FDD contains a primary document with over 20 numbered topics and then also includes 9 exhibits and other attachments.  One of the attachments will be the actual Franchise Agreement.  Another important attachment is the financial statements.  And a third important group are lists of existing and terminated franchisees.  You are entitled to talk with franchisees in the system to enquire how they are doing and how they like the franchisor.  Give all the FDD's at least a quick read-through, noting any questions you may have in the margins.  Don't expect to understand everything and don't form any final conclusions about any of them just yet.      

Now it's time to contact me.                           

 The Franchise Evaluation:

Contact me for a pre-conference telephone discussion and to set up our evaluation conference.

Just give me call at 303-740-2231.  You will either reach me directly or get my voice mail.  I do my best to return missed calls promptly.  You can call evenings and weekends as well because I am often available after hours by cell phone and if not I do check messages.  I'll need to know the name(s) of the franchise(s) you are interested in to be sure I don't have a conflict of interest consulting with you about that particular franchise.  If you like, we can set an appointment for a franchise evaluation conference.  

The Evaluation Conference.

In some cases we will meet at my office in a confidential conference room.  The address is 7900 E. Union Ave., Suite 1100, Denver, CO 80237.   This is near the intersection of I-25 and Belleview.  This web site has detailed directions to get here. 

Most review conferences are held over the phone in the interests of convenience and speed.

If possible please make me a copy (Microsoft Word or .pdf file) of the FDD materials and other legal documents needing review.  You don't need to copy the promotional materials, letters, etc.  For telephone conferences, an electronic copy of the FDD is preferred.  This will allow me to review and annotate the FDD in advance.

Also you should prepared to take notes.  You will need your notes for later reference.       

If possible, all the primary participants in buying the potential franchise should participate.  This may not always be possible for each and every participant, but as many as possible should attend.  I assume in most cases this will be 4 persons or less so please let me know when we make the conference appointment if there will be more.      

At the conference we will focus on the primary franchise you are interested in.  

Please allow 3 hours for the conference (plus driving time for in-person conferences).

I will have several goals to meet for you at this conference.  The first is to help assess the compatibility between the proposed franchise and you.  The second is to inform you of salient features that are negative and outside the norms of franchising.  The third is to inform you of positives that indicate a better than average franchise.  The fourth is to advise you on aspects of the franchise that might or might not be negotiable but which you should know of.  The fifth is to answer any questions you might have on the franchise purchase and related items.  We can also briefly cover business formation matters and lease matters, if applicable.  

At the conclusion of the conference we should be in one of 3 basic situations:  The first is that the franchise matters have been explained and the franchise opportunity looks acceptable as is.  This is not the usual outcome but does from time to time occur.  The second is that the franchise matters have been explained and the franchise opportunity looks acceptable if the franchisor will change a few important contract provisions to bring the offer more into line with the usual franchise practices or franchise practices that will make the franchise work for you.  This is the usual outcome and I will be going over the suggested changes with you at the conference.  The third is a negative evaluation of the franchise opportunity.  This is also unusual and occurs only if there are just too many changes needed to make the franchise work for you or if the FDD shows too many critical lackings in the franchisor.  

Our Usual Response to the Franchisor after the Conference.

Looking at the 3 basic conference outcomes discussed above, our usual response to the franchisor is to request the changes we need to make the franchise work for you.  Some franchisors will want your attorney to propose the changes, but in most cases, the franchisor will prefer you to propose the changes directly to it.  So, in most cases, we will have you propose them to the franchisor.  We will learn much from the way the franchisor responds to the request.  I can say that in most cases we obtain sufficient changes to make the franchise work so you can purchase the franchise.

Some matters will be known only after the franchise agreement is signed, such as, if applicable to the franchise, site location.  We want to make sure before the agreement is signed that such a contingency is handled so that you either won't lose your franchise fee if a location can't be found or you will know that the franchise fee won't be refunded in whole or in part if a location can't be found and are willing to run that risk.  Yes, many persons purchase a site-based franchise without knowing if a location can be found and then lose all or much of their franchise fee when a location can't be found in the territory they are allotted - not a pleasant outcome.

My Related Services for You:

Finalizing the business entity for the franchise ownership.

As part of the franchise agreement signing, we will want to finalize the form of business entity you will use to operate the franchise.  Ideally this entity will be formed prior to the signature of the franchise agreement, but if this is not able to be done then we want to know how the agreement will handle transfer to a later formed business entity.  In most cases the default is that the franchisor imposes a fee on the franchisee for the transfer, so we would want to eliminate this fee if you formed a business entity within a reasonable time such as six months after the signing of the agreement.  My services and fees for these matters  

Lease Negotiation and other Business Matters.

If you are purchasing a site-based franchise such as a fast-food franchise, you typically will have to sign a lease as a tenant for each location.  If you have never seen a retail strip mall or similar lease, you are probably in for a shock.  They can run 50 or more single spaced pages full of arcane legalese.  I have considerable experience reviewing such leases for clients and can do so for you at a moderate fee level.  I know that most of these leases are prepared at considerable expense for the landlords and that the landlords are unwilling to change many provisions even if they might impose a hardship on the tenant.  I will explain these provisions to you.  But there are also a number of provisions they probably will change, if the changes are well-tailored and reasonable.  I have obtained many such changes for clients.  These changes are also very important to the client as a tenant.       

Ongoing Matters.

There are many business matters with a legal import that can arise during the franchise.  Please feel free to call with any of these matters.  If I cannot assist you, I will do my best to help you find someone who can.

Franchise Difficulties.

Not every franchise experience is a good one.  Sometimes a franchisee will run into problems with the franchisor well down the road into franchise ownership.  I have found that even the worst of these problems can be handled in a good way or a bad way, and I have generally been successful at helping a franchisee negotiate a fair outcome without resort to lawsuits.  If you believe you are encountering such a problem, please call me at your earliest opportunity.  As regards fees for these matters, what we generally do is budget blocks of work representing a controlled fee.  For example, you might want me to accomplish what I can for a budget of $1300, so we won't go over this until and if we reach that amount and discuss what makes sense from there.  You won't get hit with any unexpected fees.

My Fees for Franchisee Services:

Franchise Evaluation Conference:  I have found that a flat rate works best for the conference, and charge a flat fee of $695 for telephone conferences and $795 for in-person conferences. 

Franchise Agreement Negotiation:  Should you need my services for this after the conference, my fee is usually in the $650-$1300 range.

Lease Negotiation:  Should you need my services for this after the conference, my fee is usually in the $650-$1300 range.

I don't charge you fees until we are ready to go, so you can call me at 303-740-2231 and go over the basics with me without incurring a fee.  Also, if you want, you can Contact Me by email from this Web site.