The Situation

A schoolteacher in Columbus was 72 hours from signing a sandwich franchise agreement. She had read the marketing deck three times. She had toured the flagship location. She had spoken to four existing franchisees. She had not, in the 58 pages of the FDD, found the personal guaranty clause that extended her liability to her husband's retirement account.

What We Found

Item 17 of the FDD contained a spousal consent addendum — standard language in 31 states — that attached joint liability to marital assets. The clause was formatted as a sub-paragraph of a sub-paragraph. The word "spouse" appeared once, in the fourteenth line of section 17.c.ii.

The Outcome

We identified the clause, flagged the spousal consent form as separately negotiable, and drafted a limited personal guaranty capped at the initial franchise fee — $35,000 instead of unlimited. She signed. Her retirement account did not.

The Situation

A multi-unit operator in the Dallas–Fort Worth metro had built two profitable locations and was negotiating a third. The franchise agreement for the third location used identical language to the first two — or so he believed. A single word had changed: "protected" had been replaced by "preferred." The legal difference: $0 in the dictionary, $214,000 in the territory.

What We Found

Item 12 of the revised FDD had quietly redefined the territory grant from "exclusive protected territory" to "preferred marketing area" — language that carries no legal enforcement mechanism in Texas. The franchisor had simultaneously opened a corporate location 2.1 miles from the proposed third unit.

The Outcome

We drafted a territory addendum reinstating the original exclusivity language, tied to a specific census tract boundary with GPS coordinates in the exhibit. We also negotiated a right of first refusal on two adjacent territories. The third location opened with a 6-mile exclusivity radius and a 10-year term.

The Situation

A regional restaurant concept with seven locations was ready to franchise. They had a franchise attorney. They had an FDD. They had two state registrations pending — California and Maryland, both of which require Item 19 earnings claims to meet a higher substantiation standard than the FTC minimum. Their existing Item 19 included unaudited owner projections presented as historical performance data.

What We Found

The Item 19 conflated actual gross sales from two corporate locations with pro forma projections for franchised units. California's Department of Financial Protection and Innovation issued a deficiency letter citing 14 specific disclosure failures. Maryland issued a separate deficiency on the same document. The FDD was unsellable in two of the five states they had targeted.

The Outcome

We rebuilt Item 19 from the source data: audited financials for the two highest-performing locations, a separate table for the five lower-volume units, and a third table projecting franchisee-specific cost structures. Both states approved within 90 days. The brand launched with 11 franchise agreements in year one.