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Franchise Lawyers — Buying, Running & Exiting a Franchise. Know Your Rights.
The Franchising Code of Conduct imposes extensive disclosure, good faith, and dispute resolution obligations on franchisors — and grants franchisees meaningful rights they often don't know they have. Whether you are buying a franchise, dealing with a franchisor in dispute, facing wrongful termination, or establishing a franchise system, a specialist franchise lawyer protects your investment and your rights.
⚠ The Franchising Code requires a Disclosure Document to be provided at least 14 days before entering a franchise agreement. Signing without reviewing the Disclosure Document (and the agreement itself with a lawyer) is one of the most common franchise mistakes. Get advice before you sign.
What We Help With
Franchise law — from buying to operating to exit.
Franchise Agreement Review — Before You Sign
A franchise agreement is typically prepared by the franchisor's lawyers and is heavily weighted in the franchisor's favour. A lawyer reviews the agreement and the Disclosure Document, identifies one-sided provisions, advises on whether renewal and exit rights are adequate, and negotiates amendments before signing. The cost of a lawyer's review is insignificant compared to the investment at risk.
Franchise Disclosure Document — Due Diligence
The Franchising Code requires franchisors to provide a Disclosure Document containing detailed information about the franchise system — including the franchisor's financial history, existing franchisees' details, litigation history, and the terms of the franchise agreement. A lawyer reviews the Disclosure Document, identifies red flags, and advises on what additional due diligence should be conducted (including speaking with existing and former franchisees).
Franchisor Disputes — Code Complaints
Where a franchisor has breached the Franchising Code — including failure to disclose, failure to act in good faith, or breach of the franchise agreement — a franchisee can make a complaint to the Australian Small Business and Family Enterprise Ombudsman (ASBFEO) or pursue remedies under the Code and the ACL. A lawyer prepares Code complaints, represents franchisees in dispute resolution, and pursues ACL remedies for misleading conduct and Code breaches.
Wrongful Termination of Franchise Agreement
Franchisors who terminate a franchise agreement without following the Code's prescribed procedures, or without adequate grounds, may be liable for wrongful termination — including compensation for the loss of the franchise's goodwill and the investment made by the franchisee. A lawyer advises on whether a termination was wrongful and pursues remedies for the franchisee's loss.
Franchise Exit & Non-Renewal
Exiting a franchise (at the end of the term, or through early termination) raises issues about the return of the franchise fee, restraint of trade obligations post-exit, the goodwill in the business, and the treatment of the lease (if applicable). A lawyer advises on the franchisee's exit rights and negotiates the exit terms to maximise the franchisee's recovery.
Establishing a Franchise System — Franchisor Advice
A business considering franchising its operations requires a comprehensive franchise system — including a disclosure document, franchise agreement, operations manual, and franchise register — that complies with the Franchising Code. A lawyer prepares the franchise documentation, advises on Code compliance, and helps structure the franchise system to protect the franchisor's IP and maintain quality control across the network.
What the Law Says
Franchising Code of Conduct — the legal framework.
The Franchising Code of Conduct — mandatory and legally binding
The Franchising Code of Conduct (Franchising Code) is a mandatory industry code under the Competition and Consumer Act 2010 (Cth) — it applies to all franchise agreements in Australia and cannot be contracted out of. The Code imposes obligations on franchisors including: providing a Disclosure Document at least 14 days before entering the agreement; updating the Disclosure Document annually; acting in good faith in all dealings with franchisees; following prescribed dispute resolution procedures; and complying with specific requirements around lease arrangements, marketing funds, and the cooling-off period.
The cooling-off period — 14 days to change your mind
The Franchising Code provides franchisees with a 14-day cooling-off period after signing a franchise agreement — during which the franchisee can terminate the agreement without penalty (other than reimbursing the franchisor's reasonable pre-agreement expenses). The cooling-off period is designed to give franchisees a final opportunity to reconsider after signing — but it cannot substitute for proper legal and financial advice before signing. A lawyer advises on the cooling-off period and what happens if the franchisee exercises the right to terminate.
Good faith obligation — what it means in practice
The Franchising Code requires parties to act in good faith in their dealings with each other. The good faith obligation includes: acting honestly and not arbitrarily; cooperating to achieve the purposes of the franchise agreement; acting reasonably in the exercise of discretions; and not acting in a way that is designed to deprive the other party of the benefit of the agreement. The good faith obligation has been strengthened by the ACCC and is increasingly being used as the basis for franchisee claims against franchisors who have acted unconscionably or unreasonably. A lawyer advises on whether a franchisor's conduct breaches the good faith obligation.
Termination — the Code's requirements
The Franchising Code prescribes the circumstances in which a franchisor can terminate a franchise agreement and the process that must be followed. Immediate termination is only available in very limited circumstances — typically where the franchisee has abandoned the franchise, engaged in fraud, or endangered public health. In most cases, the franchisor must give the franchisee notice of the breach and a reasonable opportunity to remedy it before terminating. A franchisor who terminates without following the Code's process exposes itself to liability for wrongful termination — compensation for the franchisee's loss of the franchise investment and goodwill.
ACCC enforcement — penalties for Code breaches
The Australian Competition and Consumer Commission (ACCC) enforces the Franchising Code — with civil penalty powers for breaches of the Code's mandatory provisions. Civil penalties for Code breaches can reach $66,600 per contravention (indexed annually). The ACCC regularly investigates and takes action against franchisors who fail to provide compliant Disclosure Documents, fail to act in good faith, or make misleading representations to prospective franchisees. A franchisee who has suffered loss as a result of a Code breach can also bring a private action for damages or ACL remedies.
Restraint of trade — post-exit obligations
Franchise agreements typically include post-term restraint of trade clauses — preventing the franchisee from operating a competing business for a specified period after the franchise ends. The enforceability of these restraints depends on whether they are reasonable in scope, duration, and geography. Courts will not enforce an unreasonably wide restraint — but a well-drafted restraint that is proportionate to the franchisor's legitimate interests in protecting its goodwill and trade secrets will generally be enforced. A lawyer advises on the enforceability of post-term restraints and negotiates to limit the restraint's scope where it is excessive.
How It Works
One request. Specialist franchise law advice.
Tell us whether you are buying, operating, or exiting a franchise — or establishing a franchise system. A franchise specialist contacts you for a free consultation.
Submit Your RequestDescribe your franchise situation
Tell us: whether you are a franchisee or franchisor; the franchise system; whether you are buying, operating, in dispute, or exiting; and any specific concerns about the agreement, the franchisor's conduct, or a termination.
Matched to a franchise specialist
Your request is matched to a commercial lawyer with franchise law expertise — experienced in the Franchising Code, franchise agreement review, dispute resolution, and ACCC proceedings.
Agreement reviewed, dispute resolved, or system established
A lawyer reviews your agreement before signing, manages a franchise dispute through the Code's dispute resolution process or court, or establishes a compliant franchise system for a new franchisor.
Common Questions
Franchise law — frequently asked questions.
The franchisor didn't tell me how many franchisees had failed — can I make a claim?
Possibly. The Franchising Code requires the franchisor's Disclosure Document to include the number of franchisees who have left the system in the past 3 years — whether by termination, non-renewal, transfer, or surrender. If this information was not provided or was materially inaccurate, the franchisor may have breached the Code's disclosure obligations. If you were induced to enter the franchise agreement by incomplete or misleading disclosure, you may also have a claim for misleading conduct under the ACL. A lawyer reviews the Disclosure Document you received and advises on whether a claim exists and what it might recover.
My franchisor is threatening to terminate my agreement — what can I do?
The Franchising Code prescribes a process that must be followed before a franchisor can terminate — including notifying the franchisee of the alleged breach and giving a reasonable opportunity to remedy it. If the franchisor has not followed this process, you may be able to apply for an injunction preventing termination while the dispute is resolved through the Code's mediation process. Even where the breach is real, you may have valid grounds to dispute the characterisation of the breach, the reasonableness of the remedy period, or the proportionality of termination. Get legal advice immediately — the earlier you act, the more options you have.
I want to sell my franchise to someone else — do I need the franchisor's consent?
Almost certainly yes — most franchise agreements require the franchisor's prior written consent to a transfer of the franchise. The Franchising Code regulates how the franchisor can exercise its consent rights — the franchisor cannot unreasonably withhold consent, but can impose reasonable conditions. Common conditions include: the proposed transferee meeting the franchisor's selection criteria; the existing franchisee not being in breach; and the proposed transferee completing the franchisor's training programme. A lawyer advises on the transfer process, manages the consent application, and represents the franchisee if the franchisor unreasonably refuses or delays consent.