For inquiries, please contact our Front Desk at fd@molawoffice.com or Admin at admin@molawoffice.com. You can also reach us by phone at +1 305-548-5020, option 1.

For traffic ticket assistance, visit molinatrafficticket.com.

Don’t Buy a Franchise Without a Business Attorney

Why Franchise Buyers in Florida Need Counsel—Even If It’s “Turnkey”

• Little room for negotiation—big room for risk. Even when franchisors say “our agreements are non-negotiable,” experienced counsel often finds limited but meaningful areas to improve (timelines, cure rights, transfer fees, personal guaranty limitations, site approval details, and more).
• Long-term, high-commitment agreements. Franchise terms typically run 5–20 years with strict standards. If you later decide it’s not a fit, exit rights (and costs) may surprise you.
• Everything is brand-compliance. Your daily operations, vendors, uniforms, local marketing, pricing limits, hours—often dictated by the contract and manuals you don’t fully see beforehand.

The Federal FDD: Don’t Just Read It—Decode It

• Item 1–4: Background, business experience, litigation, bankruptcy. Patterns of lawsuits or turnover among leadership signal risk.
• Item 5–7: Initial fees, other fees, and estimated initial investment. We verify the real-world fit for Miami-Dade (labor, rent, build-out, impact fees, local permits).
• Item 8: Restrictions on sources of products and services. If you must buy from designated vendors, we analyze pricing power and supply risk.
• Item 12: Territory. Is the territory protected? What are carve-outs (e-commerce, national accounts, third-party delivery)? We push for clarity.
• Item 17: Renewal, termination, transfer, and dispute resolution. This is your safety net—what happens if the relationship sours or you want to sell?
• Item 19: Financial Performance Representations (if any). If provided, we test assumptions and look for metrics that matter (unit-level averages vs. medians, standard deviations, how many units are included/excluded).
• Audited Financials. We evaluate whether the franchisor is sufficiently capitalized to support you for the long haul.

The Franchise Agreement: Clauses That Can Make or Break Your Investment

• Personal Guaranty. Almost every franchisor requires it. We explore scope limitations (caps, burn-offs over time, limiting spousal signatures when possible).
• Defaults & Cure Periods. A short cure period for minor issues can trigger termination and liquidated damages—unacceptable in many cases.
• Liquidated Damages. These can equal years of future royalties and marketing fees. We evaluate formulas and aim for more reasonable structures.
• Mandatory Arbitration & Venue. Many agreements force you to travel out of state. We push for Florida venue or cost-sharing provisions where possible.
• Transfer & Renewal. We look for surprise fees, remodel obligations, and one-sided standards at renewal that can force expensive upgrades.
• Supply Chain/Vendor Controls. We evaluate your leverage if vendor pricing spikes or inventory shortages occur.
• Non-Compete & Non-Solicit. Under Florida law, restrictive covenants can be enforceable— you need to know what businesses you can and cannot run during and after the franchise.
• Marketing Fund. We examine how funds are collected, spent, audited, and whether local markets like Miami get proportionate value.

Florida & Miami-Dade Realities That Affect Your Numbers

• Site Selection & Leasing. Build-outs, CAM charges, and landlord work letters in Miami shopping centers vary widely. We negotiate letters of intent (LOIs), anchor co-tenancy, exclusive-use rights, and early termination triggers tied to permits or franchisor approval.
• Permitting & Licensing. Food and health-related concepts can face longer timelines. We scope critical path items early to avoid paying royalties before you open.
• Labor Market & Wage Pressures. South Florida’s wage dynamics impact unit economics; we stress-test your Item 7 estimates with local realities.
• Tourism & Seasonality. Some concepts thrive in tourist-heavy pockets; others suffer off-season. Your lease and working capital must reflect this.
• Local Marketing Strategy. Many franchisors rely on national media; Miami is its own ecosystem. Your agreement should allow sufficient local flexibility to reach your audience (multi-lingual campaigns, neighborhood targeting, influencer or event-based marketing).

Due Diligence: What Smart Buyers Do Before They Sign

• Validate With Owners (Not Just the Franchisor). Speak to multiple current and former franchisees—including some who left the system. Ask about actual build-out costs, time-to-open, ramp-up to breakeven, and franchisor support quality.
• Compare Territory Maps. Confirm your territory size, population, demographics, drive-time barriers, and any planned corporate units nearby.
• Run Conservative Pro Formas. Use conservative revenue and full-cost assumptions for rent, labor, COGS, marketing, delivery platform fees, insurance, and royalty/brand fund obligations.
• Review the Operations Manual Access. If access is limited pre-signing, push for a table of contents or summary—so you’re not agreeing to hidden standards you can’t evaluate.
• Inspect Vendor Pricing. Ask for sample invoices or typical price lists; lock in written policies on rebates and purchasing flexibility.
• Confirm Training & Opening Support. Who shows up? For how long? What happens if opening is delayed due to the landlord or permits?
• Coordinate Lease & Franchise Timelines. Your attorney should align contingencies so you’re not locked into rent if the franchise falls through—or vice versa.
• Corporate Structure & Asset Protection. Set up the correct Florida entity (and operating agreement) before you sign. Separate personal assets and plan tax treatment with your CPA.
• Insurance Requirements. Make sure the required policies are available at reasonable Miami-Dade rates and that your lease and franchise agreement align on coverage and additional insureds.

Can Franchise Agreements Be Negotiated?

• Cure periods and notice requirements
• Transfer fees and conditions
• Build-out/remodel timelines
• Personal guaranty limits or sunset provisions
• Venue or ADR cost-allocation tweaks
• Territory clarifications and e-commerce carve-outs

Common Red Flags I See in Miami Franchise Deals

• Aggressive development schedules with liquidated damages if you miss openings due to landlord or permit delays.
• Unrealistic Item 7 budgets that ignore Miami build-out costs or key fees (grease traps, hood systems, impact fees).
• One-sided marketing fund language with vague audit rights.
• Vendor monopolies with no performance standards.
• Silent or hostile renewal clauses that allow the franchisor to reset all terms against you.
• Hidden technology fees (POS, data, loyalty, delivery integrations) that erode margins.
• Venue outside Florida plus arbitration rules that make defending your rights cost-prohibitive.

What Your Attorney Actually Does for You

• Strategic Fit Check. We assess whether the concept fits your goals, budget, and experience in the South Florida market.
• Legal & Financial Risk Map. You’ll get a prioritized list of risks with plain-English solutions and negotiation targets.
• Coordinated Deal Flow. We align your franchise agreement, entity formation, lease, financing, and insurance to prevent one document from sabotaging another.
• Negotiation With Leverage. We know what franchisors change (and don’t) and how to ask in a way that gets results without blowing up the deal.
• Closing Confidence. You sign only after you understand obligations, costs, timelines, and realistic performance scenarios.

When to Involve Counsel (Hint: Now)

• Pay any deposit or “good faith” money
• Sign the Franchise Agreement or any personal guaranty
• Sign your lease or LOI
• Order equipment or start build-out
• Form the wrong entity or add the wrong partners

Bottom Line for Florida Franchise Buyers