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Vol 10 (2012) - Issue 5

Adapting civil and common law contracts to the U.S. market

Karsten Metzlaff, Partner, NOERR LLP, Berlin; Norman Issley, Counsel, Fraser Milner Casgrain LLP, Montréal, and; Gaylen Knack, Principal, Gray Plant Mooty, Minneapolis

This article examines the key features of non-U.S. franchise agreements drafted according to the civil law or common law approach. The authors provide detailed examples of contractual provisions to demonstrate the difference between both legal systems. Against that background they consider to what extent those agreements should be adapted to the U.S. market in terms of legal and business perspectives if a franchisor decides to enter this key franchising market.

Franchising in Russia

Natalya Babenkova, Lawyer, NOERR OOO, Moscow, Russia

This article provides an overview of the legal framework which applies to franchising in Russia, which has seen dramatic expansion in the sector in recent years. The author focuses in particular on the areas where Russian franchising law differs from other jurisdictions, including disclosure requirements, contractual provisions, registration, intellectual property, liability, termination, right of first refusal, choice of law, currency controls and taxation.

Registration of foreign trademarks in the United States: Practical tips

Eric R. Pellenbarg, Associate, Phelps Dunbar LLP, Tampa, United States

As one of the main assets of a franchisor is its family of marks, it is imperative for the foreign franchisor to obtain its U.S. trademark rights properly in order to avoid serious issues down the road when it seeks to enforce its rights. This article sets out the several avenues for foreign franchisors to establish trademark rights in the U.S. by relying on their foreign rights. However, recent case law underlines the importance of ensuring a franchisor’s trademarks are cleared, filed, and prosecuted with full disclosure and compliance with applicable law in order to prevent cancellation and potential violation of Federal and state franchise laws when those trademarks are enforced against alleged infringers.