28 Franchise L.J. 1 (2008-2009)

handle is hein.journals/fchlj28 and id is 1 raw text is: 



FRANcHIsE

LAW JouRNAL
AMERICAN  BAR  ASSOCIATION


SM


QUARTERLY JOURNAL OF THE FORUM ON FRANCHISING


VOLUME 28, NUMBER I  SUMMER 2008


In This Issue


Deep in the Heart of Franchising ..................... 2
DEBORAH S. COLDWELL
T he Forum on Franchising Law's raison d'dtre is to provide
    the preeminent forum to study and discuss the legal aspects
of franchising. Peter Klarfeld and Joe Fittante, co-chairs of the
2008 Annual Forum, highlight the proposed line-up of not-to-
be missed speakers. See also pages 66-67 in this issue.

Due Diligence in Acquiring
Franchise Companies ......................................... 3
AMY CHENG AND FREDRIC A. COHEN
T he authors suggest how to negotiate a purchase agree-
    ment that provides the protection necessary to reduce the
inherent risks involved in acquiring a franchise company.

New Climate for Franchise Tying Claims ...... I I
ARTHUR I. CANTOR AND PETER J. KLARFELD
or more than thirty-five years, the potential implications of
   Siegel v. Chicken Delight have nagged at franchisors that
require their franchiseeg to purchase items only from the fran-
chisor or an affiliate. In a case that received scant attention
from the franchise bar, the Supreme Court effectively elimi-
nated the cornerstone of the Siegel doctrine.

May a FranchisorVeto a Franchisee's Assumption
of a Franchise Agreement in Bankruptcy? .......... 16
PAUL J. BATTISTA, NINA GREENE, AND GLENN D. MOSES
xecutory contracts, which include franchise agreements,
are the most valuable assets of a debtor and play a vital
role in chapter 11 cases. Depending on the jurisdiction, the
franchisor may have substantial leverage in a reorganiza-
tion proceeding.

FTC Releases Franchise Rule
Compliance Guide ........................................... 20
JAN S. GILBERT AND SUZANNE A. LOONAM
n Friday, May 9, 2008, the FTC released its long-an-
     ticipated Franchise Rule Compliance Guide, which


provides clarification and new insights to some of the issues
raised by the Franchise Rule. This is must reading for fran-
chise practitioners.

The Modern Myth of the
Vulnerable Franchisee ...................................... 23
WILLIAM L. KILLION
T he author traces the history of franchising and two myths
    that often negatively affect franchising case law. The first
is that franchisees are generally naive and unsophisticated in
comparison to franchisors. The second, and related, myth is that
there is a gross bargaining disparity between the franchisor
and franchisee resulting in one-sided franchise agreements.
The author turns to the history of franchising to refute what he
calls the modern myth of the vulnerable franchisee.

Currents in Franchise and Distribution Law ...... 34
DAVID A. BEYER, DAVID M. BYERS, AND JASON J. STOVER
C urrent cases affecting franchise and distribution sys-
     tems are discussed.

 Franchise Law Journal (ISSN: 8756-7962) is published quar-
 terly, by season by the American Bar Association Forum on Fran-
 chising, 321 North Clark Street, Chicago, Illinois 60654-7598.
 Franchise Law Journal seeks to inform and educate members of
 the bar by publishing articles, columns, and reviews concerning
 legal developments relevant to franchising as a method of distrib-
 uting products and services. Franchise Law Journal is indexed in
 the Current Law Index under the citation FRANCHISING.
   Requests for permission to reproduce or republish any
   material from the Franchise Law Journal should be sent to
   copyright@abanet.org. Address corrections should be sent to
   coa@abanet.org.
   The opinions expressed in the articles presented in Franchise
   Law Journal are those of the authors and shall not be construed
   to represent the policies of the American Bar Association and
   the Forum on Franchising.
   Copyright  2008 American Bar Association. Produced by
   ABA Publishing.

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