It is sometimes expressed by members of the franchise community
that a lawyer's representation of both franchisor and
franchisee clients may lead to that lawyer's taking
inconsistent positions in servicing their clients.
There are a number of compelling arguments why that may be the
case, but I believe that a client can be as well-represented by a
lawyer who has experience acting for both sides as a lawyer only
acting for one. As someone who represents both franchisors
and franchisees with respect to their business (not litigation)
needs, I do not believe that my ability to understand "fair
franchising" has ever made a client feel uncomfortable about
whose interests I am representing.
Unlike insurance litigation which necessitates a division
between plaintiff and defence counsel due to the inherent adversity
between the parties, the franchisor and franchisee are not always
in opposition to one another. Disputes certainly arise, but
the intention of franchising is to foster business relationships
and work together towards a mutual goal. I strongly believe
that a lawyer's ability to see a legal issue from both sides of
the coin only helps in facilitating the achievement of that
If a franchisor wants to insert a provision into its franchise
agreement which I believe to be onerous, or not in keeping with
industry or legal standards, I feel that it benefits both parties
to draw that to the franchisor's attention – from a
practical perspective, it assists them in creating a franchise
system that is fair and may yield happier franchisees, and from a
legal perspective, it assists them in avoiding later claims that
they acted in bad faith. The best way to gain that insight is
to understand, first-hand, how those provisions, or others like
them, have had negative effects on a franchisee and its
I also do not believe that choosing a side is as black-and-white
as it may appear, specifically where the client is a master
franchisee. A master franchisee is a franchisee who has the
right to sub-franchise within a territory, making them a hybrid
franchisee-and-franchisor entity. In the case of master
franchisees, corporate and advocacy matters benefitting one side
over the other is of specific application to them vis-à-vis
their relationships with their master franchisor and
sub-franchisees. To the best of my knowledge, franchise
lawyers do not turn away master franchisee work due to fear of a
Finally, it is my strong belief that the entire franchise
community can benefit from court decisions, regardless of whether
the franchisor or franchisee is victorious. In a court system
clogged with litigation files, the decisions which bring clarity to
the interpretation of franchise legislation only serve to
illuminate the boundaries of the franchisor-franchisee relationship
and lead to the hopeful settlement of issues between parties before
recourse to the court system is sought. I do not believe that
such legal advocacy equates to taking inconsistent positions.
Certainly, every client should ask about the franchise
experience of the lawyer they wish to retain. But a franchise
lawyer's representation of both franchisors and franchisees
should not necessarily make one weary of whose best interests that
lawyer has in mind.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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