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Attorneys
Charles S. Modell is a franchise attorney and chair of Larkin Hoffman’s Franchise and Distribution practice group. Chuck is a veteran franchise attorney, having represented franchisors in most every imaginable scenario over the course of his 35-year legal career. Chuck counsels franchisors in every stage of their development - from determining the benefits and disadvantages of franchising, and preparing and registering franchise documents to development of franchise relationships and management strategies. Chuck has worked with clients to protect against claims of fraud and misrepresentation, avoid breach of contract litigation, protect their trademarks and other intellectual property, deal with franchisee terminations and refusals to renew, and address territorial rights, franchise expansion and non-compete agreements. He has also successfully counseled a number of franchisors who had been threatened with group action by franchisees. Before he went to law school, Chuck managed a franchised quick service restaurant, and was Vice President of a sales organization. He also served for 10 years on Larkin Hoffman’s Board of Directors, and four year as the firm’s Chief Financial Officer. These experiences give Chuck an understanding of the business issues inherent in franchising and in operating a business that most lawyers do not have. Bar Admissions Minnesota, 1977 U.S. Federal Court Professional Associations & Memberships Advisory Committee member, North American Securities Administrators Association, 2011-present Governing Committee, American Bar Association Forum on Franchising, 2001-2007; Financial Officer, 2001-2007 Program chair, 2004 American Bar Association Forum on Franchising, Vancouver, British Columbia Strategic Advisory Board, International Institute for Franchise Education at Nova Southeastern University in Fort Lauderdale, Florida, 2003-2004 International Franchise Association: Legal/Legislative Committee, 1985 - present; Franchise Relations Committee, 1995 - 2002 Board Member, International Franchise Association, Council of Franchise Suppliers, 1995-2001 Board of Advisors, Franchise Management Institute, University of St. Thomas, St. Paul, Minnesota, 1990 - 2002 Franchise Law Journal (American Bar Association), Topics and Articles Editor, 1995-1996; Associate Editor, 1997-1998 Larkin Hoffman Daly & Lindgren Ltd.: Chair, Franchise Group; Board of Directors, 1992-1996; 1998-2004; Chief Financial Officer, 1986-1990 Education University of Florida College of Law, Gainesville, FL, 1977 J.D.; Law Review: Managing Editor, University of Florida Law Review, 1975 - 1977 Honors: High Honors, Order of the Coif University of Florida, Gainesville, FL, 1974 B.S. in Broadcasting Certifications Designated Certified Franchise Executive by the Institute of Certified Franchise Executives, 2002 Certified Commercial Arbitrator, American Arbitration Association, 2000 Honors Leader in Franchise Law - Chambers USA, 2008-2011 Best Lawyers in America,® Franchise Law, 2007-2011 Legal Eagle, Top Franchise Lawyers in the U.S. and Canada, Franchise Times, 2006-2011 International Who's Who of Franchise Lawyers, 2000-2011 International Who's Who of Business Lawyers, 2002-2012 Super Lawyer,® Super Lawyers magazine, 2001-2011 Top 100 Lawyers, 2008, 2010 (formerly known as Minnesota Law & Politics magazine) Super Lawyer,® Super Lawyers Corporate Counsel Edition, Franchise & Distribution, 2008-2011
Service Areas
Corporate Franchise and Distribution |
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Corporate Experience
Negotiation of Cooperative Turnover Agreement
Larkin Hoffman negotiates a cooperative turnover agreement between a franchisor and its lender.
Converted Licenses to a Franchise Program
Larkin Hoffman assists a client in converting licenses to a franchise program.
Negotiation of Business Sale
Larkin Hoffman negotiates and closes a 27 percent increase on a multi-million dollar business sale.
Franchise and Distribution Experience
Franchisor Saves Market, Protects Customer List From Competitor
A franchisor client contacted Larkin Hoffman after it received a letter from one of its largest multi-unit franchisees, indicating they were closing all their stores, and demanding a six figure payment to protect from having more than 10,000 customer names and information delivered to a competitor. On one day’s notice, we obtained an injunction, prohibiting disclosure of the confidential information. That injunction led to the client taking over the entire business.
Franchisor Restructures Its National Franchise Program
Larkin Hoffman's franchise team advised a client with a long-standing, nationwide franchise system in restructuring its franchise program when it was acquired by a Fortune 500 company. Throughout the conversion process, the team also assisted the client in dealing with existing franchisees’ issues and concerns, with the objective of minimizing disputes, and maximizing franchisee buy-in to the new program.
Courts Grant Two Separate Franchisors’ Motions to Dismiss Lawsuits and Enforce Contractual Mediation Provision
Despite having mandatory mediation and binding arbitration provisions in their franchise agreement, two franchisees of two different franchisors we represent brought suit in California, 18 months apart, seeking both damages and injunctive relief against our franchisor clients. In each case, we had the lawsuit dismissed, and each dismissal led to favorable settlements for our clients.
NASAA Proposes Model Franchise Exemptions
Chuck Modell submitted comments to NASAA Model Franchise Exemptions for consideration to modify proposed exemptions from state franchise registration laws.
Arbitrate? Litigate? Avoid Both Through Mediation
In the December 2010 issue of the Law Journal Newsletter's – Franchising Business & Law Alert,® Chuck Modell outlined the potential benefits to franchisors of including compulsory mediation provisions in franchise agreements.
The New Standards - Keeping the Franchise Brand Relevant by Franchisee Buy-in
Keeping the franchise brand relevant is one of the biggest challenges faced by most franchisors. Not only should they constantly research and develop enhancements to their system, they also must convince franchisees of the importance of adopting new standards and programs.
Modell and Fittante Pen Business Builder Article in Upsize Magazine
Charles Modell and Joseph Fittante, Jr. co-authored "How to know if your business is a franchise" in the August/September issue of Upsize Magazine.
Trust: Key to Successful Franchise Relationships
Chuck Modell authored an article entitled, "Trust: Key to Successful Franchise Relationships," published in the September issue of Franchising World, a publication of the International Franchise Association.
Non-Compete Cases: Does Anyone Really Win?
In the April issue of the Law Journal Newsletter - Franchising Business & Law Alert Charles Modell and James Susag discuss the enforcement of non-compete agreements in franchise cases.
Franchise Renewal Season is Upon us
For the majority of franchisors, the first quarter of the calendar year is also the first quarter of their fiscal year, and thus the time they focus on updating their franchise disclosure documents. Unfortunately, a simple review of existing documents will not always identify the issues that have occurred in the past year that require disclosure.
Wolves in Sheep's Clothing: Accidental Franchises May Have Teeth
Charles Modell discusses problems attorneys and businesses may face if they fail to identify a relationship that may be classified as a franchise under state and federal laws in the September issue of Bench & Bar.
Turning Inward: Shift focus from new to existing franchisees
Chuck Modell authored an article entitled, "Turning inward: Shift focus from new to existing franchisees," published in the May 2009 issue of Franchise Times.
Franchise Advertising: There's More to it Than Meets the Eye
Charles Modell discusses in Franchising World how the increased competition for new franchisees spurred by the recession may result in more creative advertising and promotional materials directed toward prospective franchisees.
Stretching the Truth, and Other Advertising Pitfalls
Charles Modell and Meredith Bauer examine inherent legal pitfalls in advertising in its various forms.
Franchisors Face New Rules in '08
Charles Modell is interviewed by the Star Tribune regarding amendments to the FTC's franchise disclosure rules.
Six Simple Steps
Charles Modell discusses how franchisors can avoid liability for the actions of franchisees.
Imitation is Not Always the Greatest Form of Flattery and Other Advertising Faux Pas
Charles Modell discusses how to avoid legal pitfalls in advertising.
Memo to Franchisors: Help Your Franchisees Plan For Succession
Like it or not, some day, we all will have to think about succession planning. This article explores three simple steps to help franchisees plan for the day they will want or need to sell their restaurants, with each step providing collateral benefits the franchisor.
Strengthening Franchise Relationships-Keeping Trial Lawyers Out of Your Business
What did Shakespeare say about killing all the lawyers? When it comes to strengthening relationships between franchisors and franchisees, many franchisors might argue Shakespeare had the answer. However, there may be an easier answer.
Memo to franchisees: Is it time to sell?
Are you a successful franchisee who has thought about selling your business, or "taking a few chips off the table?" If so, then for a number of reasons, this may be the best times for you to sell.
Are You Ready to Franchise? Take This Test.
You have a successful business. It is relatively unusual. It seems that every month someone asks you if they can buy a franchise. Are you ready to take that plunge?
What Do Personal Guarantees Offer?
Obtaining personal guarantees from franchisees should be standard business practice for franchisors. How often do banks lend money to a small business without the owner of the business personally guaranteeing repayment of the loan? How often do shopping center owners lease space to small businesses, whether independent or franchise, without the personal guarantee of the owner? The sale of a franchise is not the same as the loan of money. It is also different than the lease of space in a mall. It is far more serious.
The Accidental Franchise: When a Business Relationship Becomes a Trap
Everyone thinks they know a franchise when they see one. However, many other arrangements between manufacturers and their dealers, and between distributors and their licensees, constitute franchises that a seller may not even lawfully discuss with prospective purchasers without compliance with franchise disclosure laws enacted throughout the country. Before you decide these laws have no application to your practice, consider how easy it is for a business transaction to fall within one of these laws.
Is It Time to Rethink Those Franchise Agreements?
There was a time when franchisees of McDonald’s took pride in telling people that if McDonald’s told them to jump off a cliff, they would do so, knowing that McDonald’s knew what was best for them. Franchisees did as they were told in most systems, and prospective franchisees for new franchise systems would sign any agreement put in front of them, for fear of missing out on the “next McDonald’s.” Clearly, times have changed. While multi-unit operators from one system make very good prospective franchisees for smaller systems trying to expand, these sophisticated franchisees are balking at signing one-sided contracts being presented to them. Rather than eliminating these franchisees as prospects, franchisors need to rethink the restrictive provisions in their franchise agreements.
Avoiding the Accidental Franchise
Do you have clients operating dealership programs? Do you have a business that offers licenses? Whenever drafting licensing and dealer arrangements, cautious practitioners should consider whether the Wisconsin Franchise Investment or Fair Dealership laws apply. Both laws (and similar laws in other states) offer a potential trap for the unwary - the creation of an accidental franchise, with resulting severe penalties and restrictions.
Franchise Renewals -- You Want Me To Do What?
Co-Authored with Genevieve Beck. The 1970s and 1980s were boom years for franchising. Many of the long-term franchise agreements executed during those decades are now expiring. Often the franchisor and franchisee want to renew the relationship, but economic and competitive conditions may be very different at the time of renewal than they were at the beginning.
Before You Start Selling Franchises -- A Legal Checklist for New Franchisors
Now that you have your offering circular, you are no doubt ready to sell franchises. Did your lawyer give you a compliance letter you can refer to when selling franchises? If not, are you familiar with the myriad laws that will govern your activities in the next several years?
Successful Mediating: Tips for Successfully Mediating Franchise Disputes
Today, mediation is helping people turn back the clocks to settle their disputes. Mediation forces people to talk to each other and most importantly, it can keep the parties from having to resolve their disputes in the courts.
Advertising Tips for Franchisors: Knowing the Laws and Regulations*
Many franchise companies have recently increased their advertising efforts to attract new franchisees. Prior to mounting an advertising campaign it is important that a franchisor be aware of the basic laws related to advertising for prospective franchisees.
Discovering That Your Franchisor Client Has Violated The Franchise Disclosure Laws
To paraphrase a popular bumper sticker: "It Happens." Even the most diligent franchisor has made mistakes when selling franchises. Violations of the franchise law can result in serious consequences to a franchisor.
Ancillary Responsibilities and Problems, Ethical and Legal Aspects
Originally published by Anesthesia, Fifth Edition, 2000, Volume 2, Section VI, Chapter 85 at 2731, this article discusses noncompete agreements and antitrust issues involving physicians.
When the Franchisee Wants to Get Out of the Business
This article originally published in the 2000 Franchise & Supplier Resource Guide, discusses what needs to be considered when the franchisee decides to sell his/her business.
Franchisor Involvement in Real Estate
Originally published in Franchise Law Journal,Vol. 18, No. 4, Spring, 1999.
Addressing Pre-Sale Disclosure Violations
Originally published in Franchise Law Journal, Fall 1997, at 49
Business Sales & Acquisitions -- Those Darn Legal Matters
Originally published in Minnesota Business, October 1997, at 63.
Drafting Exclusive Territory Provisions in Franchise Agreements
Originally published in Franchise Law Journal, Fall 1996, at 74 (Republished in 1997).
What It Takes To Franchise Your Business
and Andrew Perrin This article was originally published in Minnesota Business magazine in June 1995.
Eight Attorneys Selected for Inclusion in Best Lawyers in America
Larkin Hoffman is proud to announce eight attorneys were recently selected by their peers for inclusion in The Best Lawyers in America® 2012 (Copyright 2011 by Woodward/White, Inc., of Aiken, S.C.).
Fourteen Larkin Hoffman Attorneys Named Super Lawyers
Larkin Hoffman Daly & Lindgren Ltd. is proud to announce that fourteen of its attorneys have been selected by their peers for inclusion in the 2011 edition of Minnesota Super Lawyers.®
Seven Attorneys Selected for Inclusion in Best Lawyers in America
Larkin Hoffman Daly & Lindgren Ltd. is proud to announce that seven of its attorneys were recently selected by their peers for inclusion in the 2011 edition of Best Lawyers in America®.
Four Larkin Hoffman Attorneys Included in 2010 Super Lawyers Corporate Counsel Edition
Four Larkin Hoffman attorneys were selected for inclusion in the July/August 2010 Super Lawyers Corporate Counsel Edition. ® Charles Modell and Joseph Fittante in the Franchise/Dealership area, James Quinn in Intellectual Property, and Kenneth Corey-Edstrom in Bankruptcy & Creditor/Debtor Rights area.
Cardinal Health Honors Larkin Hoffman for Promoting Diversity
Cardinal Health and affiliates honors Larkin Hoffman for their commitment to promoting diversity in the legal profession.
Modell Named a Best of Class Service Provider
Chuck Modell has been selected as one of the best franchise lawyers in the United States by The Best of the U. S. LLC.
Modell and FTC Franchise Program Coordinator Presented at ABA Franchise Forum
Charles Modell and FTC Franchise Program Coordinator Steven Toporoff presented a feature program on pending changes in disclosure laws at the ABA Franchise Forum's annual program.
Modell Coordinates ABA Franchise Forum
Larkin Hoffman attorneys helped coordinate the 2004 ABA Franchise Forum, which was attended by more than 650 lawyers.
Successfully Franchising Your Business; Is Your Business The Next McDonalds?
Larkin Hoffman's Franchise & Distribution Group discussed what it takes to franchise successfully on Thursday, April 21, 2011.
Fittante and Modell Present at the 33rd Annual ABA Forum on Franchising
Chuck Modell and Joe Fittante presented at the 33rd Annual ABA Forum on Franchising on Oct. 13-15, 2010. Modell presented on "Advanced Disclosure Issues: Pushing the Envelope," and Fittante presented on unique and often overlooked provisions of state franchise registration and disclosure laws. Fittante is a member of the ABA Forum on Franchising Governing Committee.
Four Larkin Hoffman Franchise Attorneys to Participate in the 43rd Annual IFA Legal Symposium
Larkin Hoffman Franchise Attorneys Jim Susag, Chuck Modell, Cynthia Klaus, and Pam Merkle participated in the 43rd Annual IFA Legal Symposium held on May 17-19, 2010 at JW Marriott in Washington, DC.
Modell and Bauer Facilitate Roundtable Discussion at IFA Annual Convention
Chuck Modell and Meredith Bauer were featured as facilitators for the Business Solution Roundtables session at the IFA Convention in San Antonio, Texas, February 5-8, 2010. Modell facilitated a roundtable focused on "Working with Financially Distressed Franchisees" and Bauer on "Social Networking: Legal and Practical Issues in Franchise Systems."
Three Larkin Hoffman Franchise Attorneys Participate in the IFA 49th Annual Convention
Joseph Fittante, Jr., Charles Modell and Andrew Perrin had active roles in the success of the International Franchise Association's 49th Annual Convention held in San Diego, California from February 14-17, 2009.
Modell Presents at the 31st Annual ABA Forum on Franchising
Chuck Modell, franchise attorney, presented "Anatomy of the Sale of a Brand" at the American Bar Associations' 31st Annual Forum on Franchising in Austin, Texas on October 16th, 2008.
Fittante Plans Annual Forum on Franchising
Joseph Fittante selected as program co-chair for the 31st Annual American Bar Association Forum on Franchising.
Fittante, Klaus and Modell Speak at the International Franchise Legal Symposium
Joe Fittante, Cyndi Klaus and Chuck Modell Speak at the International Franchise Legal Symposium
Modell to Participate in the 48th Annual IFA Annual Convention
Chuck Modell presented "Incorporating Strategic Thinking Into Your Franchise Agreement, International Franchise Association" at the 48th Annual Convention on February 11, 2008 in Orlando, Florida.
Modell Presents at Federal Reserve Bank
Chuck Modell discusses franchising in the 21st century.
Modell Facilitates Roundtable Discussion at IFA in Minneapolis
Chuck Modell, franchise attorney, facilitated a roundtable entitled "Franchise Law and Disclosure Law Compliance" in Minneapolis, Minnesota on September 28th, 2007.
Modell Speaks at ABA Forum on Franchising
Chuck Modell, franchise attorney, presented "Understanding and Using Financial Statements" at the American Bar Associations' Forum on Franchising in Boston, Massachusetts on October 12th and 13th, 2006.
