DLA Piper Rudnick Gray Cary

DLA Piper Rudnick Gray Cary has been a national and international leader in franchise and distribution law since modern franchising began, and has been named the number one firm in the world in the area of franchise law by the respected international survey edition of The International Whos Who of Franchise Lawyers. Fifteen of the groups lawyers were also singled out for recognition, more than double the number from any other firm.

We currently represent several hundred franchisors and other enterprises that distribute products and services. Our practice is national and international in scope and we have represented clients in more than 100 countries. Over the past 40 years, members of the Franchise and Distribution group have assisted in the structuring and development of more than 1000 franchising programs. Though the majority of these franchising programs involved franchise relationships in such familiar consumer industries as foodservice, lodging, automotive aftermarket and business and consumer services, we have assisted many companies develop domestic and international franchising programs in nontraditional business categories or with nontraditional structures.

Our Franchise and Distribution lawyers, working with state franchise law administrators, were the principal authors of the Uniform Franchise Offering Circular ("UFOC") Guidelines, developed during the 1970s (and periodically updated, with our assistance) to bring greater uniformity to the registration and disclosure of franchise offerings. Piper Rudnick is general counsel to the International Franchise Association and the International Franchise Association Educational Foundation.

Compliance, Relationship and Transactional Matters

We provide a number of franchise or distribution-related services:

  • structuring and documenting franchise and distribution relationships;
  • advising companies with respect to structuring distribution relationships that avoid regulation under state and federal franchise disclosure and business opportunity laws;
  • preparing disclosure documents, state registrations of franchise offers and counseling on compliance with all elements of disclosure regulation and franchisee recruitment;
  • counseling on franchise and dealership terminations and transfers and compliance with federal and state franchise and dealer relationship regulation;
  • advising clients with respect to the impact of developments in technology and communication on their franchise and distribution relationships;
  • structuring advertising funds;
  • developing supply programs for franchisees, including establishing buying cooperatives owned by franchisees;
  • counseling with respect to complex antitrust issues that may affect the structure of a franchise or distribution network and a company's services and sources of revenue;
  • assisting franchisors to develop internal dispute resolution programs;
  • assisting companies to devise and develop new distribution channels and techniques;
  • developing strategies and programs to minimize and resolve network expansion conflicts;
  • counseling franchising companies on potential merger and acquisition opportunities.

Dispute Resolution

Lawyers in the Franchise and Distribution group assist franchisors and other clients in dispute resolution -- whether with franchisees, suppliers to the network, competitors or state and federal government agencies. Ideally, we help clients avoid disputes, by recommending business solutions to defuse problems that might otherwise explode into costly and protracted litigation; but litigation sometimes cannot be avoided. We represent our clients in all forums throughout the United States and have represented franchise and other distribution companies in hundreds of federal and state court and arbitration proceedings -- from New York to Japan - with respect to such diverse issues as breach of contract, fraud, RICO, trademark and copyright infringement, termination, vicarious liability, network expansion conflict, use of alternative distribution channels, implied covenant of good faith and fair dealing claims, transfer issues, discrimination claims, enforcement of system standards, antitrust, franchise registration and disclosure compliance, restrictive covenants, electronic commerce, consumer fraud, product liability and securities fraud.

International Franchising and Distribution

We've been part of the global market for more than 30 years. In helping U.S. companies expand world-wide, we have built a wideranging international franchise and distribution practice. It includes not only U.S. clients seeking to expand abroad, but also foreign clients seeking to expand into the United States, as well as into other cross-border markets and, in some cases, within their own countries. We have extensive experience in structuring, negotiating and documenting international master franchise and area development relationships, joint ventures and other distribution relationships in North America, Europe, the Middle East, Asia, Australia, Africa and Latin America. We have handled transactions in every major country in the world.

Rounding Out Our Support

While compliance with applicable franchise and business opportunity laws is often foremost among a franchisor's concerns, a myriad of other laws will affect the development and implementation of franchise and distribution networks. Firm lawyers bring substantial experience in counseling clients in important areas of the law beyond franchising, distribution, antitrust and intellectual property that affect both domestic and international companies: e.g., bankruptcy, commercial, contract, corporate, employment, environmental, finance, labor, insurance, intellectual property, information technology, electronic commerce, mergers and acquisitions, partnership, real estate, securities, tax and others. In each of these areas, we can draw as necessary on the experience of other practice groups within the firm.

For more information about the firm and our practice, visit our Web site at

Perkins Coie LLP is a full-service international law firm with over 500 lawyers. Founded in 1912 in Seattle, Washington, Perkins Coie has 14 offices, concentrated in the western United States and Pacific Rim.

The firm's franchise lawyers provide a full range of legal services for both developing and established franchisors, including the structuring of a franchise program and the preparation of franchise agreements, offering circulars and other documents necessary to comply with state and federal registration and disclosure laws. The firm has extensive experience in counseling mature franchisors in matters of franchisor-franchisee relations, international expansion, restructuring the franchise system or programs within the system, handling transfers, terminations and renewals and in structuring multiple unit, subfranchisor, supplier, joint venture, dealership and alternative license relationships. The litigators in the Franchise Practice Group handle franchise litigation, franchise dispute resolution, arbitration and intellectual property cases.

Kim I. McCullough ( is the partner in charge of the firm's franchise practice. Since graduating from the University of Colorado School of Law in 1981, she has devoted substantially all of her practice to representing franchisors. Ms. McCullough is a member of the ABA Forum Committee on Franchising, has written articles on franchising for state and national publications and has been a speaker at International Franchise Association Legal Symposiums and Annual Conventions and ABA Forum meetings. She has also served as General Counsel to a national franchisor. Ms. McCullough is a Phi Beta Kappa graduate from the University of Oregon.

Jeffrey J. Cowman, (jcowman@ a partner in the firm, specializes in a general trial and arbitration practice with particular emphasis in commercial and franchise litigation. He received his undergraduate degree in finance, summa cum laude from Moorhead State University in Minnesota in 1978 and his law degree from the University of Colorado in 1981. He is admitted to all state and federal courts in the State of Colorado. Mr. Cowman is a member of the Defense Research Institute and is the former president of the Colorado Defense Lawyers Association.

Donald Salcito (, a partner in the firm, specializes in securities law, corporate transactions and mergers and acquisitions. He has represented franchise clients in corporate transactions and financings. Mr. Salcito is a 1975 Phi Beta Kappa graduate of the University of Connecticut and a 1979 graduate of the University of Arizona School of Law.

Judith B. Gitterman (, of counsel in the Los Angeles office, practices in the areas of business and franchise litigation and appellate law. She received a B.A. magna cum laude, from the University of Pennsylvania in 1978 and her law degree from the Cornell Law School in 1984. Ms. Gitterman has authored numerous articles on franchise related topics in state and national publications, has been a presenter at the ABA Forum on Franchising and the Annual Legal Symposium of the International Franchise Association and is a member of the ABA Forum Committee on Franchising.

Lynne M. Hanson (, of counsel, specializes in writing franchise disclosure documents, franchise-related agreements, and in registering franchisors to sell franchises, both domestically and internationally. She also practices in the areas of corporate and trademark law. She received her undergraduate degree from Carleton College in 1981 and her law degree from the University of Colorado in 1988. Ms. Hanson is a member of the ABA Forum Committee on Franchising.

Garrett M. Tuttle (, of counsel, practices in the areas of franchise, trademark and intellectual property law, with a focus on transactional matters including: drafting of franchise disclosure documents, franchise agreements and related documents; filing and maintaining state franchise registrations; and obtaining and maintaining state, federal and international trademark rights. He is a Member of the ABA Forum on Franchising and Intellectual Property Law Section.

James D. DeRoche (, of counsel in the Los Angeles office, specializes in franchise litigation including trademark, antitrust, provisional remedies, unfair competition, franchise law, mediation, arbitration and trials. He practices in both federal and state courts. He received his undergraduate degree from Santa Clara University in 1971 and his law degree from the University of the Pacific, McGeorge School of Law in 1975. He is a member of the State Bar of California and the Los Angeles County Bar Association.