Distribution and Franchise

Overview

BakerHostetler’s Distribution and Franchise Team has “fast responses and a high success rate.”

– Legal 500 2018

We provide comprehensive advice to a full spectrum of manufacturers in the automotive, marine, truck, construction and agricultural equipment, emergency response vehicle, motorcycle, ATV, and other manufacturing industries. Our multifaceted team is focused on smart, assertive representation of our clients in regional, national and international markets, with strategic counsel that includes:

Antitrust and anticompetitive issues
Arbitration
Bankruptcy
Contract drafting and negotiation
Creating franchise/distribution systems
Drafting and modifying distribution and license agreements and arrangements
Government policy
Licensing
Litigation support
Mergers and acquisitions
Policies and procedures
Risk analysis
State and federal administrative agencies
State and federal regulatory challenges
Strategic business counsel
Trademark and patent advice

Our clients include companies of all sizes and stages of development, including some of the world’s largest construction equipment, passenger vehicle, commercial truck and boat manufacturers. With a nationwide presence, we respond quickly with focused, in-depth advice and proactive solutions that support and protect our clients’ interests. We understand our clients’ businesses and the regulatory and transactional landscape. We are vigorous and creative in providing solutions that work.

Our team is also experienced in international franchise and trade matters, and we have advised clients in South America, the Caribbean, India and China.

Our deep understanding of franchise laws includes both traditional legal issues and those now emerging as ongoing challenges, such as right of first refusal, allocation and distribution, and incentive programs. As a full-service corporate firm, we are able to assist clients in a range of other business law areas, such as employment, tax, intellectual property, real estate, and privacy and data protection.

Select Experience

Helped alternative-fuel vehicle maker obtain dealer licenses for its alternate distribution plan in various states, despite the strong opposition of dealer groups and the existence of arguably unfavorable state laws.
Defeated dealer protests on two motions to dismiss based on waiver arguments, securing victory quickly and inexpensively for the client before even undertaking discovery. Both were cases of first impression.
Defeated an application for injunctive relief brought by a disappointed buyer of a car dealership. The case involved an ambiguous area of state law as to whether the prospective buyer of a dealership could sue the automobile manufacturer for declining to approve the sale.
Prevailed on summary judgment in obtaining a declaration of the manufacturer’s right of first refusal (decision of first impression).
Updated dealer sales and service agreements and company policies and procedures.

Name	Title	Office	Email
Billy M. Donley Houston +1.713.646.1382 Partner Billy M. Donley	Partner	Houston	bdonley@bakerlaw.com
Katherine Early Cincinnati +1.513.878.4412 Counsel Katherine Early	Counsel	Cincinnati	kearly@bakerlaw.com
William P. Geise Houston +1.713.646.1354 Counsel William P. Geise	Counsel	Houston	wgeise@bakerlaw.com
Kristen L. Jackson Chicago +1.312.416.6233 Partner Kristen L. Jackson	Partner	Chicago	kljackson@bakerlaw.com
David R. Jarrett Houston +1.713.646.1347 Partner David R. Jarrett	Partner	Houston	djarrett@bakerlaw.com
Marcus McCutcheon Costa Mesa +1.714.966.8811 Counsel Marcus McCutcheon	Counsel	Costa Mesa	mmccutcheon@bakerlaw.com
Elizabeth McNellie Columbus +1.614.462.2651 Partner Elizabeth McNellie	Partner	Columbus	emcnellie@bakerlaw.com
J. Keith Russell Houston +1.713.646.1369 Partner J. Keith Russell	Partner	Houston	krussell@bakerlaw.com
Mark E. Smith Houston +1.713.646.1385 Partner Mark E. Smith	Partner	Houston	mesmith@bakerlaw.com

Experience

Helped alternative-fuel vehicle maker obtain dealer licenses for its alternate distribution plan in various states, despite the strong opposition of dealer groups and the existence of arguably unfavorable state laws.
Defeated dealer protests on two motions to dismiss based on waiver arguments, securing victory quickly and inexpensively for the client before even undertaking discovery. Both were cases of first impression.
Defeated an application for injunctive relief brought by a disappointed buyer of a car dealership. The case involved an ambiguous area of state law as to whether the prospective buyer of a dealership could sue the automobile manufacturer for declining to approve the sale.
Prevailed on summary judgment in obtaining a declaration of the manufacturer’s right of first refusal (decision of first impression).
Updated dealer sales and service agreements and company policies and procedures.
Completed several service-only location agreements, most recently to allow a dealer to provide service work for a distributor client’s employees at an affiliate’s location.
Provided analysis on dealer issues, working closely with BakerHostetler real estate and employment lawyers in their areas of knowledge and experience.
Performed a 22-state research and analysis project for equipment manufacturer client to support a dealer rationalization plan that will provide brand unification of two dealer bodies into a single network.
Performed nationwide surveys of regulations regarding rights of first refusal, dealership transfers, mandatory facility upgrades, modifications of assigned geographic territory, incentives and related discrimination and antitrust issues, and numerous other legal issues of importance in the industry.
Assisted manufacturer of motorcycles and other powersports equipment in drafting new dealership agreements, standard provisions, and operational policies and procedures, and then rolling out the new documents to dealers.
Assisted heavy-truck manufacturer in withdrawal from market.
In a case of first impression, defeated dealer protest against modification of an assigned territory based on substandard sales performance within the territory.
Resolved numerous disputes before trial, resulting in elimination of underperforming dealers from the market.
Assisted numerous manufacturers in the exercise of contractual and/or statutory rights of first refusal.
Advised emergency response vehicle manufacturer in the acquisition of a competing manufacturer and subsequent efforts to harmonize respective dealer networks across the United States and in Canada.
Assisting in the development of incentive and bonus programs to ensure compliance with applicable laws and regulations.
Represented construction equipment manufacturer in successful termination of underperforming dealer.
Defeated by unanimous vote a protest filed by a member of dealer commission against the establishment of a competing dealership.
Assisted heavy-truck manufacturer in creating and implementing dealer network policies, branding guidelines and dealership facility standards.

Recognition

BTI Client Service All-Star (2018)
The Legal 500 United States (2018)
- Industry focus - Transport: Rail and Road Litigation
Recognized as one of the top law firms for client service, BakerHostetler was named to the 2020 BTI Client Service 30 for the sixth consecutive year.