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Franchise and Distribution

Our franchise and distribution group provides counseling and litigation services to national and regional franchisors, manufacturers and suppliers. We have represented clients in a wide range of industries, including energy, food and quick-service restaurants, automotive, life sciences, convenience stores, and industrial automation. We provide advice and ongoing counseling to our clients about all aspects of their business, including drafting franchise, distribution and dealer agreements; legal and regulatory developments relevant to their businesses; international trade compliance; dealer and supplier negotiations and terminations; and business expansions.

We also represent clients as both plaintiffs and defendants in litigation arising out of their business operations. These matters have involved such issues as trademark infringement, covenants not to compete, antitrust claims, pricing claims, breach of contract, tortious interference with contract, and terminations and non-renewals. Our clients and the matters we have represented them in have been located in Connecticut, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Texas, and Wisconsin. Although we are often successful working closely with our clients to settle disputes, we have litigated numerous cases to verdict in bench and jury trials in both state and federal courts. In 2010, we litigated on behalf of Shell Oil the first franchise case to go before the U.S. Supreme Court in over 10 years.

Lawyers in the group include former attorneys with the U.S. Department of Justice, including the Antitrust Division, and law clerks to federal and state court judges. Because our franchise group is based in Connecticut, we are able to provide comprehensive legal services in a very cost-effective manner. For example, Shell Oil has selected Shipman & Goodwin as one of its 29 strategic law firm partners nationally, and within that group, one of only 15 “best value” firms, the only firm based in New England to earn that distinction.

Some representative matters include:

  • Representing the franchisor in a multi-district federal litigation brought by over 60 dealers alleging breach of contract, bad faith pricing, and constructive termination and non-renewal of the franchise agreements. After a 14-day jury trial and an appeal to the First Circuit of the franchise issues, the U.S. Supreme Court ruled 9-0 in our clients’ favor on both franchise issues.
  • Representing a distributor both in defending against antitrust, breach of contract, and unfair trade practices claims and in asserting a breach of contract counterclaim. The plaintiff’s eight claims were all disposed of prior to trial, and our client won a $5.2 million verdict on its counterclaim.
  • Suing a distributor on behalf of a franchisor for trademark infringement and violations of North and South Carolina unfair trade practices acts. After multiple summary judgment rulings in our client’s favor, the defendant settled the matter for a payment of $800,000.
  • Providing an analysis of state and federal franchising and distribution laws applicable in 24 states and furnishing advice to a franchisor which was expanding its business into those jurisdictions.
  • Obtaining a defendant’s verdict in a jury trial in the Eastern District of New York on behalf of a franchisor sued by a dealer for tortious interference with contract.
  • Representing the franchisor in a case brought before the Connecticut Supreme Court that yielded the first comprehensive judicial analysis of the state franchising statute.
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