Practice Area

Franchise Law

Direct counsel in English, 한국어, and 中文 — no interpreters.

Franchise transactions, FDD review, multi-unit deals, franchise termination defense, and franchise litigation for franchisees and franchisors.

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1Founding Attorney

NJ · NY · TX · GABar Admissions

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01 · Our Attorney

Franchise Law Counsel

Franchise transactions and disputes affect everything from initial investment to long-term operations. Korean-American franchisees and franchisors face complex FTC and state franchise frameworks. Joseph Song advises franchise buyers, sellers, multi-unit operators, and franchisors on FDD review, franchise litigation, and termination disputes.

Joseph D. Song

Founding Member

Admitted in NJ, NY, TX, GA. Counsels Korean-American clients and small businesses on franchise transactions, FDD review, and franchise disputes. Fluent in English and Korean. Direct attorney consultations.

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02 · Practice Scope

What We Handle

Franchisee and franchisor representation across U.S. and cross-border franchise matters.

FDD Review

Franchise Disclosure Document analysis for prospective franchisees. Item-by-item review, financial performance representation evaluation, and red-flag identification.

Franchise Agreement Negotiation

Franchise agreement and area development agreement negotiation. Initial fees, royalty structure, territory, transfer rights, and renewal provisions.

Multi-Unit & Area Development

Area Development Agreement structuring, master franchise agreements, and multi-unit operator considerations. Subfranchise rights and unit performance obligations.

Franchise Registration

State franchise registration (NJ, NY, CA, etc.) for franchisors. FDD preparation, state amendments, and registration renewals.

Franchise Termination Defense

Defense of franchisee terminations, cure period disputes, and post-termination obligations. NJ Franchise Practices Act and similar state protections.

Franchise Litigation

Federal and state court franchise litigation. FTC Franchise Rule claims, fraud claims, and breach of franchise agreement disputes.

Transfer & Resale

Franchise transfer transactions, transfer fee disputes, franchisor approval issues, and exit transaction structuring.

International Franchising

Cross-border franchise structures between U.S. and Korea/China. Master franchise rights, area development, and international FDD considerations.

03 · Critical Window

Franchise Timing Decisions

Three timing windows that drive franchise outcomes.

14-Day FDD Review

FTC Rule requires franchisor to provide FDD 14 calendar days before signing. Use this period for legal review — rushed signing waives critical disclosure rights.

Cure Period Notices

Most franchise agreements require franchisor to provide written cure notice (typically 10-30 days) before termination. Track cure dates rigorously — late cure forfeits franchise.

Pre-Signing Verification

FPR (Financial Performance Representation) verification, existing franchisee interviews, and unit economics analysis must occur before signing — terms are virtually non-negotiable post-signing.

04 · Results

Representative Outcomes

Selected franchise matters.

FDD Red Flag

Identified material financial misrepresentation in FDD for Korean-American franchisee — prevented investment, recovered deposit, avoided $400K+ loss.

Termination Defense

Defeated franchise termination of NJ multi-unit franchisee on cure-notice procedural grounds — franchise preserved with negotiated cure plan.

Transfer Approval

Negotiated franchise transfer over franchisor objection — transfer completed, exit value preserved for retiring franchisee.

Area Development Restructure

Restructured area development agreement after market changes — reduced unit commitments and extended development schedule, avoided default.

05 · Questions Answered

Common Questions

What is the FDD?

Franchise Disclosure Document — required by FTC Rule before franchise sale. 23 items covering franchisor history, fees, territory, restrictions, financial performance (sometimes), and existing franchisee information. Must be provided 14 days before signing.

Are franchise agreements negotiable?

Generally limited negotiation for standard fee structures. More flexibility on territory, signage, transfer terms, and renewal options. Multi-unit and area development deals offer more negotiation. Single-unit at established brands — minimal flexibility.

Do I need state franchise registration?

If you are a franchisor — yes for “registration states” (NJ, NY, CA, IL, MN, MD, ND, RI, SD, VA, WA, WI). Annual registration with state authorities required before offering franchises. If you are a franchisee — no.

What is the FTC Franchise Rule?

16 C.F.R. Part 436 — federal rule requiring FDD disclosure before any franchise sale anywhere in U.S. Civil penalties up to $50K per violation. Private right of action NOT available; state laws often supplement.

What is a Financial Performance Representation?

FPR (Item 19 of FDD) — disclosure of historical or projected financial performance. If made, must have reasonable basis. Critical decision factor but voluntary — franchisors who provide FPRs are more transparent.

Can the franchisor terminate me?

Only for cause under most franchise agreements + state franchise relationship statutes. NJ Franchise Practices Act provides strong franchisee protections — good cause + adequate notice + opportunity to cure required.

What is the NJ Franchise Practices Act?

N.J.S.A. 56:10-1 et seq. — strong NJ statute protecting franchisees. Requires good cause for termination, prohibits unreasonable transfer restrictions, and provides private right of action for franchisee.

Can I transfer my franchise?

Yes, but typically requires franchisor approval, payment of transfer fee, satisfaction of seller obligations, and transferee qualifications. Some agreements include rights of first refusal — significant negotiation point.

What happens if I default?

Default triggers cure period (10-30 days typically). Failure to cure can result in termination, post-termination non-compete enforcement, and liquidated damages. Default defense strategy critical to preserve franchise value.

How much does franchise counsel cost?

FDD review: typically flat fee ($3K-$8K). Franchise agreement negotiation: flat or hourly. Franchisor FDD preparation: $15K-$50K. Litigation: hourly with retainer. Initial consultations are free.

06 · Service Area

Where We Serve

Nationwide franchise practice — federal FTC Rule and state franchise law.

Multi-State

Federal FTC Franchise Rule. State franchise registration in NJ, NY, CA, IL, and other registration states. NJ Franchise Practices Act litigation.

International

Cross-border franchise structures with Korea, China, and other markets. Master franchise rights and area development.

Office: Parker Plaza, 400 Kelby St, 19th Floor, Fort Lee, NJ 07024.

07 · Recent Articles & Columns

Franchise Law Articles

Recent columns on FDD, franchise relationships, and franchise litigation.

08 · Success Stories

Recent Franchise Matters

Selected franchise outcomes.

09 · Get in Touch

Protect Your Franchise Investment.

Free initial consultation. FDD review and franchise relationship counsel from day one.