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Franchisee Success in Florida: A 2025 Legal Playbook for New and Multi-Unit Owners

What a Business Attorney Does for Franchisees

• Translate the Franchise Disclosure Document (FDD) and franchise agreement into plain-English risks, obligations, and negotiation targets.
• Align leases, build-out, permits, supply agreements, and financing terms with the franchise agreement’s requirements and timelines.
• Set up employment and wage/hour hygiene, website and marketing compliance, insurance endorsements, and dispute-prevention pathways.
• Serve as ongoing outside general counsel so store openings, renewals, and expansions repeat cleanly and cheaply.

1) Before You Sign: FDD and Franchise Agreement Due Diligence

• Territory and encroachment: protected area size, digital delivery rules, ghost kitchens, kiosks, and co-branding. Clarify how the brand’s third-party delivery listings interact with your territory.
• Fees and economics: initial fee, royalties, marketing fund, tech fees, rebates, transfer/renewal fees, and audit rights. Vet how rebates are handled at the franchisor level and whether they reduce your costs.
• Purchasing and supply chain: required vendors versus approved alternatives, price-match rights, substitution during shortages, and freight/fuel surcharges.
• Build-out and opening timeline: landlord approval rights, design standards, change-order process, force-majeure, and the franchisor’s cure rights if construction slips.
• Defaults, cure periods, and termination: what triggers default, how much time you have to cure, and cross-default with your lease, loan, or supplier agreements.
• Transfers and multi-unit development: development schedules, performance benchmarks, cross-defaults across units, and rights of first refusal.
• Dispute resolution: governing law, venue, arbitration vs. court, class-action waivers, and attorney’s fees. Favor predictable venues and fee-shifting where possible. Deliverable: a risk memo and a targeted redline package that focuses on the clauses that actually move the needle.

2) Site Selection, LOIs, and Leases that Won’t Sink You

• Exclusive-use and co-tenancy: prevent competitors in the center and protect sales if anchors go dark.
• Kick-out and options: exit or rent relief if sales minimums, permits, or co-tenancy fail; realistic renewal options.
• Build-out and delivery logistics: grease traps, venting, dumpsters, deliveries, parking, signage, patios, drive-thru windows, and storage.
• Percentage rent and CAM: audit rights, exclusions, and caps on controllable CAM; fair treatment of marketing, security, and capital projects.
• Insurance language that matches reality: Additional Insured, Primary/Non-Contributory, and Waiver of Subrogation must be supported by your policies, not just promised in the lease.
• Assignment and subletting: the ability to transfer to a buyer or new entity, and alignment with franchisor transfer requirements. Goal: a lease rider set tailored for franchisees so each new site repeats quickly.

3) Build-Out, Permits, and Construction Contracts

• Contractor agreements with milestone payments, lien waivers, retainage, and liquidated damages for delays.
• Clear scope alignment with the franchisor’s brand standards to avoid costly re-work after inspections.
• Permit and inspection timelines in the construction contract; realistic lead times for equipment and long-lead items.

4) Employment, Scheduling, and Wage/Hour Hygiene

• Minimum wage: plan for the statewide step to $14.00/hr (as of Sept. 30, 2025) and $15.00/hr in 2026; confirm tipped cash wage compliance if you’re in food service.
• E-Verify: if you have 25+ employees in Florida, use E-Verify for new hires; standardize I-9 and verification within three days.
• Policies and training: bilingual handbooks, timekeeping SOPs, tip-pooling/service-charge language where applicable, manager override controls, and meal/rest documentation (if your brand practices them for consistency).
• Classification: exempt/non-exempt managers, incentive/bonus plans, and safe off-boarding checklists to reduce wrongful-termination risk. Deliverable: a store-level HR/legal playbook and signed acknowledgments that travel with each new opening.

5) Vendors, Distribution, and Delivery Platforms

• Vendor MSAs: price changes, substitution rights, quality controls, recall procedures, cold-chain liability, and cure periods.
• Delivery apps: menu parity, pricing control, data ownership/use, chargeback allocation, and service-level expectations; identify when white-label delivery makes sense.
• Technology stack: POS, loyalty, gift cards, and consent for SMS/email; ensure your site or microsite has Terms of Service and Privacy Policy that match actual data flows. Outcome: fewer stock-outs, predictable fees, and payment processors that stay friendly.

6) Marketing, Offers, and Promotions

• Advertising fund rules: transparency, audited statements, and local store marketing approvals and limits.
• Offers and price claims: truth-in-advertising, rain checks, BOGO and bundle pricing rules, automatic renewals for subscription/loyalty, and “click-to-cancel” best practices even while federal rules evolve.
• Influencers and UGC: license rights, disclosure requirements, and brand-safe content standards.
• Bilingual operations: matched English/Spanish terms to avoid inconsistent promises to customers.

7) Gift Cards, Refunds, and Chargebacks

• Clear terms for stored value and gift cards; unclaimed property/escheat reviews where applicable.
• Refund policies that match card-brand rules; chargeback response playbooks integrated with your POS evidence (receipts, AVS/3-DS logs, footage for disputes).
• Processor MSAs: fee transparency, reserve triggers, early termination, and data security responsibilities.

8) Insurance Alignment With Your Promises

• Match your contracts to endorsements for Additional Insured, Primary/Non-Contributory, and Waiver of Subrogation on GL, liquor (if applicable), product liability, cyber, EPLI, and D&O.
• Calibrate limits to your largest leases and enterprise customers; track certificates and renewals.
• Sync with your broker before you sign the franchise agreement, lease, or high-value vendor deal.

9) Multi-Unit Expansion, Transfers, and Exits

• Multi-unit development schedules: realistic opening cadence, force-majeure relief, and remedies that don’t nuke your entire development agreement for one delay.
• Transfers and succession: pre-qualification of buyers, right of first refusal timelines, transfer fees and training, and coordinated approvals from franchisor and landlord.
• Corporate structure: clean operating agreements, voting rights, buy-sell triggers, and cap table hygiene to keep lenders and buyers comfortable.

10) Dispute Prevention and Early Resolution

• Cure periods and escalation ladders: manager → regional → legal/business resolution before arbitration.
• Document discipline: how you store leases, change orders, approvals, and customer incident logs.
• Settlement playbooks: mutual releases, confidentiality, non-disparagement, and transition assistance.

Your First 90 Days with Outside General Counsel

• FDD/franchise agreement review with a risk-and-negotiation memo.
• Lease LOI and rider template; align insurance endorsements with promised clauses.
• Store-level HR/legal playbook: timekeeping, tip policies (if applicable), I-9/E-Verify, incident reporting, and refund/chargeback SOPs.
• Website/microsite Terms of Service and Privacy Policy; SMS/email consent language.

• Construction contracts with milestone payments, lien waivers, and delay remedies; permit timeline embedded.
• Vendor MSAs and delivery-app addenda; set service levels and data/chargeback rules.
• Local store marketing approvals flow; influencer/UGC licenses and disclosure guides.
• Insurance certificates and endorsements issued; certificate tracking live.

• Train GMs and shift leads (60–90 minutes) on timekeeping, incident logs, refunds/chargebacks, and when to escalate.
• Tabletop drills: late build-out, delivery-app outage, and hurricane closure/reopen plan.
• KPIs started: days from LOI to lease execution; % of leases with exclusivity/co-tenancy; wage claims (target: zero); chargeback win rate; on-time license renewals; CAM variance recovered.

KPIs That Prove Legal ROI

• Contract speed: median days LOI→lease; redline rounds with landlord/vendors/platforms.
• Labor risk: number of timekeeping exceptions; wage claims filed/resolved; completion rate of training/acknowledgments.
• Payments: chargeback win rate; days to resolution; % transactions with AVS/3-DS where available.
• Compliance: audit scorecards (licenses posted, policies signed), on-time renewals.
• Real estate economics: % stores with exclusivity/co-tenancy; CAM discrepancies recovered; rent/ft² versus sales trend.

FAQs for Franchisees

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