What Does a Franchise Solicitor in Melbourne Do?
- Neda Whelan (LLB, LLM, GDLP)
- 2 days ago
- 6 min read
Introduction
Building a franchise network is one of the most ambitious things a Melbourne business owner can undertake. You are no longer simply selling a product or a service. You are licensing a system, a brand, and a set of standards to independent operators who will carry your name into markets you may never personally visit. That ambition brings a corresponding weight of legal responsibility, and it is here that a capable franchise solicitor in Melbourne becomes indispensable. This article explains what a franchise solicitor actually does, why the role matters so much for franchisors, and how the right legal guidance protects the value you have worked to build. If you are establishing, expanding, or refining a franchise system, understanding this relationship early will spare you considerable difficulty later.
Why this topic matters
Franchising in Australia operates within one of the most closely regulated commercial frameworks in the country. The Franchising Code of Conduct, a mandatory industry code made under the Competition and Consumer Act 2010, governs almost every stage of the franchise relationship, from the information you must disclose before an agreement is signed to the way disputes are managed and agreements are brought to an end. A new Code took effect on 1 April 2025, with a further set of obligations applying from 1 November 2025, and the Australian Competition and Consumer Commission has made clear that compliance is not a matter of choice. Franchisors who fall short face civil penalties, reputational harm, and the very real prospect of unenforceable agreements.
For a franchisor, the stakes are magnified because a single template error is never an isolated problem. It repeats across every agreement in the network. A disclosure omission or a prohibited contract term does not simply expose you to one dispute; it exposes you to the same dispute with every franchisee who signed the same document. This is precisely why the involvement of a franchise solicitor is a commercial safeguard rather than a mere formality.
Establishing or reviewing a franchise system? Speak to our Franchise Solicitors in Melbourne
Our franchising lawyers in Melbourne advise franchisors on Code compliance, agreements and disclosure. Learn more about our franchising law services and franchise compliance advice for franchisors, or arrange a complimentary initial consultation.
Key legal points to understand
A franchise solicitor does far more than prepare paperwork. The role spans the entire lifecycle of a franchise system, and understanding its dimensions helps explain why the right adviser is so valuable.
Drafting and maintaining compliant franchise documents
At the foundation of every franchise system sit the franchise agreement and the disclosure document. These are not documents you can safely borrow from a competitor or adapt from a template found online. They must reflect the current Code, your particular business model, and the commercial arrangements unique to your network. Following the changes that commenced on 1 November 2025, franchisors were required to update their agreement templates and disclosure documents, including new provisions concerning significant capital expenditure and a franchisee’s reasonable opportunity to earn a return on investment. A franchise solicitor makes certain these documents are both legally sound and commercially workable.
Managing disclosure and pre-contract obligations
The Code imposes strict timing and content requirements on what a franchisor must disclose, and when. Getting the disclosure process wrong can leave an agreement vulnerable and expose the franchisor to penalty. A solicitor manages this process so that each prospective franchisee receives the correct information within the required period, and so that your records demonstrate compliance if the ACCC or a franchisee later asks questions.
Preventing and resolving disputes
Even well-run networks encounter friction. Disagreements over territory, renewal, fees, or alleged breaches can escalate quickly and expensively. An experienced franchise solicitor addresses these matters early, often through negotiation or mediation, before they harden into litigation. Good faith is a legal obligation under the Code, and the way a franchisor conducts itself during a dispute carries genuine legal consequence.
Protecting brand and system integrity
Your brand, your operating systems, and your intellectual property are the assets that make a franchise worth buying. A franchise solicitor structures the licensing, restraint, and confidentiality arrangements that keep those assets protected, and ensures any restraints comply with the Code’s evolving limits, including the restrictions on restraint of trade clauses that now apply when an agreement expires and a franchisee seeks to renew.
Practical guidance and next steps
If you are a franchisor, a few principles will help you get the most from the relationship with your solicitor. Engage legal guidance before you finalise your model, not after a problem emerges, because prevention is far cheaper than cure in franchising. Treat your franchise documents as living instruments that require review whenever the Code changes or your business evolves, rather than as a one-off cost. Keep clear records of every disclosure and every material communication with franchisees, since documentation is often what determines the outcome of a dispute. And be candid with your solicitor about how your network actually operates, because the soundest advice is grounded in commercial reality rather than assumption.
A common and costly mistake is to view legal advice as a compliance expense to be minimised. In franchising, the opposite holds true. The franchisors who invest in getting their structure right from the outset are the ones who scale with confidence, attract quality franchisees, and avoid the disputes that quietly erode margin and reputation.
How we can help
At Whelan Lawyers, we advise emerging and established franchisors across Melbourne and Victoria on every stage of the franchise lifecycle. Our work spans franchise agreements and disclosure documents, Code compliance, franchise sales and purchases, and the disputes that occasionally arise despite everyone’s best efforts. We approach each matter commercially, because legal advice only serves you when it supports the business you are trying to build. If you are establishing a franchise system or reviewing an existing one, we would welcome the opportunity to help.
About the author
I am Neda Whelan, Founder and Principal of Whelan Lawyers. Before returning to private practice, I spent much of my career inside the businesses I now advise, serving as General Counsel for major national franchise networks including Jim’s Group and Clark Rubber. That experience shaped how I approach franchising law. I have sat on the other side of the desk, responsible not only for legal compliance but for the commercial consequences of every decision, the pressure of a network that has to keep trading, and the disputes that arrive without warning. When I advise a franchisor today, I do so with a working understanding of what it means to run a franchise system from the inside, rather than merely to comment on it from the outside. That perspective is, I believe, what a franchisor should look for in a franchise solicitor: someone who understands the law thoroughly, and understands the business it governs just as well.
Frequently asked questions
What is the difference between a franchise solicitor and a general commercial lawyer?
A franchise solicitor brings focused knowledge of the Franchising Code of Conduct and the particular commercial dynamics of franchise networks. A general commercial lawyer can assist with contracts, but franchising involves a distinct regulatory framework, mandatory disclosure obligations, and specific rules on matters such as termination, renewal, and dispute resolution. Engaging a solicitor with genuine franchising experience reduces the risk of a compliance gap that could affect every agreement in your network.
Do I need a franchise solicitor if I only have a small number of franchisees?
Yes. The Code applies regardless of the size of your network, and the obligations on disclosure, agreement content, and good faith conduct are the same for a two-site system as for a national brand. Getting the legal foundations right early, while your network is small, is far easier and less costly than correcting errors once they have been replicated across many agreements.
How often should franchise agreements and disclosure documents be reviewed?
At a minimum, your documents should be reviewed whenever the Franchising Code changes, as it did on 1 April 2025 and again on 1 November 2025, and whenever your business model, fees, or operational requirements change. Many franchisors also conduct an annual review, since the Code generally requires disclosure documents to be updated each financial year.
What are the risks of using a template franchise agreement?
Considerable. A template cannot account for the current state of the Code, your specific business model, or the commercial arrangements unique to your network. Templates frequently omit required disclosures or include terms the Code now prohibits, which can render provisions unenforceable and expose the franchisor to civil penalties. A properly drafted agreement, prepared by a franchise solicitor, is a far sounder foundation for a growing network.
Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters.
Neda Whelan
Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners.
