As part of its annual Franchise Legal Players issue, 1851 profiled the top franchise attorneys in the field to shine a spotlight on the work they do for the franchise industry.
1851: Tell us about your background and your firm.
Evan Goldman, Partner at A.Y. Strauss: I fell into franchise law 6 years ago and didn't know it existed before then. I learned from bottom up and just fell in love with it, particularly, helping small business owners and anyone who wants to expand but doesn't know how—franchisors or franchisees. I've worked at a few small firms and then joined a bigger firm. I started their franchise group about four years ago and built it up to a high revenue number before deciding to go back to a smaller firm in A.Y. Strauss to build up their franchise program, which has been a great experience thus far.
Every firm I’ve worked at has done a lot of different things, but A.Y. Strauss is the first one where my strong suits —franchise law, litigation, and hospitality law— are different from their areas of expertise, so our efforts are combined across the board to help the firm succeed.
1851: What are some must-ask questions when franchisors and franchisees are vetting potential franchise attorneys?
Goldman: The first thing I tell my clients is to make sure that their attorney is experienced in franchise law. Make sure it’s not something the attorney “dabbles” in, but something they devote a significant percentage of their practice to.
The next thing clients should ask about is the scope of work. A lot of attorneys will try to “sell” a client by giving them a price for the minimum amount of work, knowing that additional work (and expenses) will accrue. For instance, franchisors should make sure an attorney quotes them for the expense of drafting the FDD and related documents, registering in one or more states (as appropriate or desired), dealing with trademark filings and agreements (as necessary) and communicating with you throughout the process. It’s simply unhelpful to get a quote for the FDD, alone, without some of the other, necessary documents, and without dealing with trademark, registration, and other issues that are bound to exist.
The same thing goes for franchisees, who should understand whether the price quote includes negotiations, which generally take a significant period of time and could add substantial expense. In my experience, clients appreciate the upfront discussion, and the conversation creates less tension down the line and allows you and the client to have a multi-year relationship as opposed to a “one and done” transaction. As both an attorney and a client, I strive for clarity and dispute-avoidance. This is a great way to do that.
1851: In broad terms, do you have a particular case that stands out to you as an industry learning experience?
Goldman: I’m not sure I could point to a single case that led me to where I am today, but there are certainly a few that stand out. One against a national child-care franchise based in South Florida showed the importance of being patient during litigation, not reacting to an aggressive opposing counsel and trying to be creative where the options are limited. In that particular case, the franchisor totally took advantage of a franchisee, and we were able to get the laws of one state to apply to a franchisee in another state even though the litigation was pending in a third state, where the franchisor was located. It took time and was a team effort, but that created leverage against a franchisor (and their attorney) who became outraged over basically everything.
This case took place very early in my career and I think about it from time to time, especially when dealing with difficult adversaries; it always reminds me to take a step back and think before I act.
1851: What is the most rewarding aspect of your work?
Goldman: For me, it has to be working with people who have a dream and are inspired to do something and helping them fulfill that dream. Sometimes it’s not the quickest process in the world to turn a small business into a 50-unit business, but working with them to execute the dream they’ve mapped out in their head is so rewarding. Seeing that in play and helping their dream come to fruition is awe-inspiring. Getting to work with that franchisor when they’re planning an annual conference and people are investing in their system is a great feeling to have.
1851: What are your top concerns for the franchise industry in the next year?
Goldman: The big ones are joint employer status and minimum wage. A lot of people have opinions on that, but my bigger concern, specifically for my franchisee clients, is the death of the mall or the retail space. A lot of my clients are small businesses with multiyear leases in these spaces, and if there’s no one frequenting those malls or shopping centers, that is problematic.
From the franchisor perspective, my biggest concern is making sure that they’re putting together the right concepts in the right way and doing the research to make sure it can succeed as a franchise long-term. Too many franchise lawyers will do whatever you want for a fee despite that not being the best way to advise the industry.
1851: What are you most optimistic about in the franchise industry in the next year?
Goldman: To counter what I said as any good lawyer would, I think the vast majority of my colleagues in the franchise space do the right thing as far as making sure the business they are about to franchise is viable and meets the needs of its franchisees and the industry at large. I think in 2019, a lot of unique and innovative fitness and food concepts are coming out. I have a client that is one of the first soul food franchise concepts and is growing like crazy all over the map. I also have a number of clients that are non-traditional fitness franchises, more class-based and scientific-based concepts, hitting the market that will be really fun to watch grow.