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The most common situation: a prospective franchisee receives a franchise agreement and a disclosure document, feels time pressure to sign during the 14-day window, and does not have either document reviewed. Six months later, they are in a dispute about territory rights they believed were exclusive, royalty calculations they did not understand, or marketing levies that were not clearly disclosed. The agreement they signed says something different from what they were told. High-profile cases involving 7-Eleven, Retail Food Group, and Nando’s have shown how badly this can go when franchisees are locked into costly agreements with no way out.
At Leo Lawyers, we advise franchisors, franchisees, distributors, and suppliers across the full range of franchise and distribution agreements. Since 1 April 2025, the new Franchising Code of Conduct under the Competition and Consumer (Industry Codes – Franchising) Regulations 2024 has significantly changed the rules governing franchise relationships in Australia. If your agreement was entered into, renewed, or transferred after that date, different obligations now apply. We advise on both the old and new Code and act in disputes when the relationship breaks down under either regime.
Our franchise and distribution agreement services cover:
Over 18 Years of Experience in Commercial Law and Business Agreements
Damin Murdock has advised franchisees entering franchise networks, franchisors expanding their systems, and manufacturers establishing distribution networks across Australia. He has reviewed franchise agreements where the disclosure document understated true costs and the agreement gave the franchisor unilateral termination rights with limited grounds for challenge.
“Help you stay ahead with innovative, practical and commercial advice.”
A franchisee wants to exit before the term ends, or has received a termination notice and does not know whether it is valid. Under the new Franchising Code of Conduct 2025, the rules on termination have changed. Franchisors can now terminate on 7 days’ notice for serious misconduct, with no right to dispute resolution available to the franchisee in those circumstances. In all other termination situations, the franchisee retains the right to raise a dispute through the ASBFEO before proceedings commence. Critically, the new Code introduces mandatory compensation requirements where the franchisor terminates early in certain circumstances, and removes the franchisor’s ability to enforce a restraint of trade clause where the franchisee sought renewal, and the franchisor refused. We advise on whether a termination is valid, what compensation rights exist under the new Code, and whether the restraint clause can be challenged.
A business that has built a successful model is considering whether to grow through franchising, distribution, or a combination. Franchising triggers the full obligations of the new Franchising Code of Conduct 2025, including mandatory disclosure documents, the 14-day cooling-off period, good faith obligations, and significant penalties for non-compliance. The ACCC was allocated $7.1 million in the 2025 Federal Budget specifically to enforce franchising laws. Distribution avoids the Code’s obligations but requires a well-drafted agreement to protect territory, brand, performance standards, and exit rights. We advise on which model suits the business and draft the agreements that make the structure work in practice. It is also important to know that if you frame a contract as a distribution agreement or licence agreement, it can still be held to be an actual franchise agreement that is subject to the Code.
A master franchisee is appointed to develop and manage a franchise network within a defined territory. The master franchise agreement governs what the master franchisee owes the head franchisor, what rights they can grant to sub-franchisees, and what happens to those sub-franchises if the master agreement is terminated. This is one of the most complex commercial documents in franchise law and the consequences of termination flow through the entire sub-franchise network. We advise master franchisees on the obligations they are taking on and draft master franchise agreements for franchisors expanding into new territories or international markets.
Get clear advice before you commit.
The Competition and Consumer (Industry Codes – Franchising) Regulations 2024 replaced the 2014 Code on 1 April 2025. It applies to all franchise agreements entered into, renewed, extended, or transferred on or after that date. Agreements signed before 1 April 2025 remain under the old Code until they are renewed or transferred. If you are reviewing a franchise agreement now, or if your existing agreement is due for renewal, the following changes apply directly to your position.
| Model | How It Works | Key Legal Consequence |
|---|---|---|
| Franchise (post-1 April 2025) | Franchisee pays fees to operate under the franchisor's brand and system | Full obligations of the new Franchising Code of Conduct 2025 apply - disclosure, 14-day period, good faith, ASBFEO dispute resolution, increased ACCC penalties |
| Distribution Agreement | Distributor buys products from supplier and resells on its own account and at its own risk | Distributor takes title and stock risk - no Code obligations but must comply with ACL, competition law prohibition on resale price maintenance |
| Agency Agreement | Agent finds customers on behalf of the principal - contracts between customer and principal directly | Principal retains title and risk, pays agent a commission - may have Fair Work Act obligations if agent is an individual |
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(2 to 5 Days)
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(Ongoing)
We act for prospective franchisees reviewing an agreement during the 14-day pre-signing window, franchisees in dispute with their franchisor over territory, royalties, or termination, and franchisors navigating compliance with the new 2025 Code or seeking to enforce their agreements.
We also act for manufacturers and suppliers establishing distribution networks, distributors reviewing or disputing the terms of their appointment, and businesses deciding between a franchise, distribution, or agency model for their next stage of growth.
Book a consultation with Damin Murdock today.
Mr Murdock has obtained over 300 5-Star reviews from satisfied customers.
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