2025’s Top Franchise Legal Players: Jennifer Dolman - Osler, Hoskin & Harcourt LLP

Legal Player: Jennifer Dolman
Firm: Osler, Hoskin & Harcourt LLP

Jennifer Dolman is a Disputes partner at Osler, Hoskin & Harcourt LLP and one of Canada’s most experienced franchise litigators. She came to franchising through trademark and brand disputes, then built a practice in the late 1990s, helping shape best practices as provincial franchise laws took hold. Today she advises franchisors on protecting core assets — trademarks, brand, goodwill and system — through careful franchisee selection and training, vigilant compliance and strong documents. She also brings a cross-border lens, regularly guiding U.S. brands as they adapt to Canada’s disclosure regime and navigate the risk of statutory rescission, misrepresentation and breach of duty of good faith and fair dealing claims.

Dolman is a key member of Osler’s nationally recognized franchise group, a Band 1 Chambers Canada practice with more than 50 years advising 500-plus franchise systems and an integrated bench of commercial, litigation and subject-matter experts, supported by Osler Dash®, the firm's technology platform that allows franchisors to automate their franchise legal documents and processes. She is deeply involved in the franchise bar — attending the Ontario Bar Association’s Franchise Law Section (chair from 2016 to 2018), attending U.S. franchise conferences and contributing an online franchise column to the National Post from 2012 to 2014 — reflecting a career defined by practical rigor, industry leadership and proactive, business-oriented counsel.

1851 Franchise reached out to Dolman to learn how franchisors can protect their brand and avoid legal mistakes. Check out her insights below.

1851 Franchise: What do you see as the most important things franchisors should do to protect their brand?

Jennifer Dolman: A franchisor’s trademarks, brand, reputation, goodwill and system are core assets which a franchisor must closely guard and protect. Access to these assets is why franchisees enter into franchise agreements as opposed to becoming someone’s employee, starting their own business, or partnering with someone. Integral to protecting these assets is how a franchisor fosters and maintains its relationship with its franchisees, suppliers and customers.

Franchisees are the system’s brand ambassadors — they’re the ones who sell products to and service customers (who in turn expect a consistent experience from the brands they trust, regardless of location). Franchisees therefore need to be carefully selected and trained, and franchisors should be regularly monitoring franchisee performance to ensure compliance with system standards. Franchisors should also take timely steps to address any defaults.

The strongest franchise brands are the ones where franchisors have invested in training and communication and foster healthy relationships with their franchisees. Disputes are to be avoided and kept out of the press. And the basics still matter: many disputes arise from avoidable drafting mistakes in franchise agreements and disclosure documents. To protect their brand, franchisors should be retaining experienced franchise counsel who can ensure their agreements and disclosure documents comply with the law and accord with industry best practices. Protecting a franchisor’s brand is therefore about both the big picture and the fine print.

1851: How important is the information in Item 19?

Dolman: As Item 19 is a U.S. franchise disclosure document (FDD) requirement, and I’m a Canadian lawyer, I cannot opine on Item 19. However, as someone who regularly attends U.S. franchise conferences, and acts for U.S. franchise clients in respect of their franchise operations in Canada, I do have a high-level understanding of U.S. franchise law, including disclosure law. This dual perspective allows Osler’s franchise team to bridge the two systems. We have significant experience adapting our U.S. clients to the Canadian legal framework to ensure compliance and position them for success.

I understand that Item 19 is the section in a U.S. FDD where a franchisor must include financial performance representations (FPRs) if it is making any, but that FPRs aren’t otherwise required. If FPRs aren’t included when they should be, I expect a franchisor would be in violation of U.S. law and exposed to lawsuits and other consequences.

In Canada, there are seven provincial franchise statutes (and respective regulations): Alberta, Prince Edward Island, New Brunswick, Manitoba, British Columbia and Saskatchewan (not yet in force), with strict requirements about what must be disclosed to prospective franchisees. 

Similar to Item 19, it is voluntary to include FPRs in Canadian FDDs. If a franchisor opts to include FPRs, however, it must provide additional information about the FPRs in the FDD; failing to do so will expose the franchisor to a possible statutory misrepresentation claim. Additionally, even if a franchisor doesn’t make any FPRs in the FDD, it can still be subject to a statutory rescission claim if an FPR was made outside of the FDD (e.g., a sales presentation) and was not disclosed in the FDD. Statutory rescission results in the unraveling of the franchise agreement and requires the franchisor to refund all monies paid by the franchisee to the franchisor; purchase back inventory, supplies or equipment; and compensate the franchisee for any losses incurred. These statutory remedies have been described by our courts as draconian, and can be very damaging to franchisors, both financially and reputationally. Hence, complying with franchise legislation in Canada is extremely important.

1851: What is the single largest legal mistake brands make?

Dolman: Not investing in the right legal advisor from the get-go.

Franchising is highly specialized, and the law is always evolving. A brand needs to work with a law firm that is well-versed and experienced in franchising, that understands the franchise model and the franchise industry, that keeps up with trends, is active in the franchise bar and attends conferences, writes in the area, and has lawyers who can proactively assist the company with avoiding risk.

As a franchise litigator who regularly advises on statutory rescission and misrepresentation claims regarding FDDs, I have encountered instances where a franchisor worked with a lawyer who only dabbled in franchise matters, had not kept abreast of the latest case law developments and best practices regarding franchise disclosure, and prepared a deficient FDD that exposed the franchisor to litigation. If a franchisor fails to provide a FDD when one was required (there are a very few exemptions from disclosure and they are narrowly construed) or to disclose certain material information, and so long as a franchisee rescinds on time (a franchisee has up to two years from the date it signed the franchise agreement to rescind), then the franchisee shall be entitled to damages, which can be substantial.

1851: How does Osler, Hoskin & Harcourt LLP stand out as a franchise law firm?

Dolman: How much time do you have?

With over 50 years of experience advising more than 500 franchise systems, including a large number of U.S. franchisors on their expansion into Canada and ongoing operations, our integrated team of commercial franchise lawyers, litigators and subject matter experts (M&A, real estate, tax, employment, insolvency, etc.) who understand the franchise model is recognized as Canada’s leading franchise law practice. We set the standard for advising franchisors on Canada’s complex regulatory environment, combining unmatched expertise and experience with the depth of a full-service, 600+ lawyer national firm. Ranked Band 1 in Chambers Canada for franchising and supported by our innovative Osler Dash® platform, we deliver efficient, practical and business-focused solutions that give domestic and global brands confidence in their Canadian growth.

1851: How did you fall into franchising?

Dolman: I first came to franchising through the intellectual-property door. In my early years at Osler (I’ve been fortunate to spend my entire career here), my litigation practice included various trademark disputes, which naturally sharpened my fascination with brands and branding generally. Around that time, I crossed paths with Frank Zaid, who prior to being recognized as Canada’s “dean of franchise” in the days before any franchise-specific legislation existed, was an intellectual property lawyer. Frank needed a litigator who could step into the trenches when franchise disputes erupted, and I seized the opportunity. That experience proved to be transformative for me: in the mid- to late-1990s it was still early days for franchising legislation. I found myself advising franchisors on issues that would later be codified in franchise legislation, allowing me to help shape best practices from the ground up. To stay ahead of the curve, I began attending the major U.S. conferences including the ABA Forum on Franchising and the International Franchise Legal Symposium while simultaneously immersing myself in the Ontario Bar Association’s Franchise Law Section (I was on the executive for many years and was chair from 2016-2018) and the Canadian Franchise Association. From 2012 to 2014, I wrote an online franchise column in the Financial Post section of one of Canada’s national newspapers, the National Post.

1851: What is the best business advice you have received in your career?

Dolman: The best business advice I’ve received is that opportunity rarely comes to you — you have to create it. Early in my career, a mentor told me: “If you don’t ask someone to dance, they can’t say yes.” This stayed with me because it applies to everything we do — business development, client relationships, leadership. In our work, this means leaning in, understanding a client’s goals deeply, and proactively offering solutions rather than waiting to be asked.

As for advising on franchise matters, franchise lawyers need to understand their clients’ franchise model, business operations and objectives, as well as the business realities faced by their clients. Franchisor lawyers also need to stay ahead of regulatory developments and on top of legal cases and industry trends. Being a great lawyer isn’t just knowing the law; it’s about being a trusted advisor who proactively finds business-oriented solutions and other opportunities for their clients so they can achieve their goals.

This proactive mindset shapes the way we work at Osler — we aim to anticipate our clients’ needs and add value.

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