Fiona Boswell
Fiona is Head of the Franchising and Commercial Services Team at Knights plc and has over 17 years’ experience in advising businesses on commercial contracts of all kinds and in particular on setting up, managing, growing and exiting franchise networks. This includes the preparation of pilot, master, development, management and standard franchise contracts, assisting with franchise roll out, advising on regulatory compliance, the management and removal of underperforming franchisees, terminating franchise contracts, enforcing restrictive covenants, charging deposits, franchisee associations, franchise resales and data protection compliance. Fiona’s experience has been gained both in private practice and working in house for brands that franchise in the UK and overseas. Her clients span the full spectrum of sectors from hospitality to domiciliary care.
Fiona also advises franchisees that operate multiple units or multiple brands, advising on the acquisition of and operation of master franchises, mediating disputes, advice on the enforceability of restrictive covenants, exit strategy and franchise portfolio acquisitions and disposals and franchise renewals.
She is a BFA Qualified Franchise Professional and has a postgraduate diploma with distinction in Commercial Intellectual Property Law. She is also a Legal 500 Recommended Lawyer. Fiona is passionate about supporting women in business and is the Regional Chair of EWIF Midlands (Encouraging Women into Franchising), a member of the Association of Franchise Attorneys, a member of the External Relations Committee of the British Franchise Association, a regular speaker at Bfa, Chamber of Commerce and industry events and contributor to business press, franchise blogs and media.
Practice Area
Panels
- Consulting Editorial Board
- Contributing Author
- Q&A Panel
Qualified Year
- 2000
Membership
- British Franchise Association
- EWIF
- Association of Franchise Attorneys
Education
- Qualified Franchise Professional 2017
- Post graduate diploma in commercial intellectual property 2006
- LLB 1998
7 Contributions by Fiona Boswell
PRACTICE NOTES
European Franchise Federation: Legislative Framework, Self-regulation, Membership, Code of Ethics, Complaints, Sanctions, Fees and BFA Relationship
Role and remit
Role and remit is an international, not‑for‑profit association headquartered in Belgium. Created in 1972 by the French Franchise Federation, the Italian Franchise Association, the Belgian Franchise Federation and the Netherlands Franchise Association, it exists to champion, safeguard and represent the franchise sector operating across Europe. The EFF is formed of single accredited national franchise associations from countries that satisfy the EFF’s Statutes, as set out in Article 7, Conditions of Admissions. Membership is restricted to one association in each country. The EFF presently counts 20 members. Its objectives are to foster the development of ethical franchising in Europe and to defend the sector by advancing an evolving European Code of Ethics (Code) for franchising. The EFF likewise backs the principle that each European nation should have one credible, representative franchise association, which will uphold ethical franchising by requiring its members to maintain membership rules, processes and procedures that ensure a franchised network’s compliance with specified standards before it is accepted as a member of a national association. Internationally, the EFF acts as a lobbying organisation, delivering a single, authoritative voice for franchising within Europe. The EFF is also a fellowship body intended to exchange as necessary and where appropriate indeed...
EU Law
PRACTICE NOTES
Franchise Agreements: Drafting and Management Strategies to Minimise Disputes under English Law
There are many routes by which disputes may surface in a franchise setting, and these risks can be reduced by the terms you place in the franchise agreement and the way it is properly monitored. It is crucial that the agreement is not treated as a file to be tucked away and ignored until difficulties arise. Consistent oversight strengthens that mitigation. This Practice Note sets out several core provisions in franchise agreements, and within the wider franchise framework, that help to minimise the chance of conflict between franchisor and franchisee. Do not let it sit in a cupboard until issues appear.
Misrepresentation
A principal focus of the franchise agreement is to limit misrepresentation claims against the franchisor. Franchisees often cite being misled into purchasing the franchise as a justification for seeking early termination. The agreement combats this contention through a number of important clauses:
Entire agreement
This provision confirms that the ‘deal’ struck between franchisor and franchisee is contained within the written franchise agreement. Anything not captured or recorded in that document will not be treated as forming part of the parties’ agreement. The clause also expressly excludes statements or assurances made before entering into the agreement that may not...
Commercial
PRACTICE NOTES
The British Franchise Association: role, accreditation and self-regulatory framework in UK franchising, including Code of Ethics, complaints, appeals and sanctions, and relationship with the European Franchise Federation
This Practice Note explores the purpose and scope of the British Franchise Association (the BFA) within the UK franchising industry. It reviews the legislative and regulatory environment of the sector, together with the BFA’s membership requirements, its Code of Ethical Conduct, the BFA’s complaints and appeals procedures, the sanctions the BFA may apply to its members, and the BFA’s relationship with the European Franchise Federation...
Role and remit
The BFA was established in 1977 to evaluate and accredit franchising businesses operating in the UK. As set out in its Articles of Association, the BFA’s objectives are to:
advance the interests of franchisors
secure adherence to its Code of Ethical Conduct
provide guidance on all franchising enquiries
build trust and confidence in BFA-accredited franchises
deliver education and training in relation to franchises, and
enhance efficiency and economy in franchising practice
To further those objectives, the BFA holds a number of powers which it may use. By way of illustration, it can:
receive gifts and donations
produce and distribute publications
speak for the BFA’s membership
lobby Parliament, and
deliver education...
Commercial
PRECEDENTS
Deed of waiver and acknowledgement (franchisee to franchisor): confirmation of no independent legal advice and acceptance of restrictive covenants and onerous terms under proposed franchise agreement
[ insert name of Franchisor ]
[ insert Franchisor’s address ]
Dear [ insert Franchisor name ],
Proposed franchise agreement to be entered into between [ insert name of franchisor ] and [ insert name of franchisee ] (the ‘Agreement’)
The Franchisee acknowledges that despite clause [ Acknowledgement clause where Franchisor advises Franchisee to seek advice ] of...
Commercial
PRECEDENTS
Precedent: franchisee’s solicitor confirmation of legal advice to franchisor’s solicitor on franchise agreement (England and Wales)
[ On the official letterhead of the FRANCHISEE adviser ]
[ Enter the franchisor adviser’s name ]
[ Enter the franchisor adviser’s address ]
Dear [ Enter the franchisor adviser’s name ]
The contract proposed to be entered between [...
Commercial
PRECEDENTS
Tripartite sale of franchise business as a going concern (TOGC): asset sale with franchisor consent, TUPE and new franchise agreement (England and Wales)
This Agreement is entered into on [ insert date ]
Parties
[ insert name ] [ of, or incorporated in [ insert jurisdiction, eg England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] ] (the Seller);
[ insert name ] [ of, or incorporated in [ insert jurisdiction, eg England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] ] (the Buyer);
[ insert name ] [ of, or incorporated in [ insert jurisdiction, eg England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] ] (the Franchisor).
(each being a party and together the parties)
Background
(A) The Franchisor has licensed the Seller to run the Franchise Business.
(B) The Seller has agreed to sell and the Buyer has agreed to purchase the Franchise Business as a going concern in accordance with the terms and conditions of this Agreement...
Commercial
CHECKLISTS
Franchise Agreement Instruction-Taking Checklist for Lawyers Advising Franchisors or Franchisees: Parties, Fees, Territory, Operations, Premises, Disputes, Exits, Covenants, IP, Data, ESG
A checklist to capture instructions from either a franchisor or a franchisee in relation to a proposed franchise agreement, covering parties, general matters and background.
PARTIES
Full legal name and full postal address of the franchisor
If the franchisor is a limited company, please state its registered office address, company registration number and accounting reference date
If the franchisor is not incorporated, on what date are its accounts prepared each year?
Will franchisees operate as sole traders, traditional partnerships, LLPs, or limited companies?
Is a guarantor required for the franchisees’ obligations under the agreement?
Where franchisees are companies, does the franchisor insist on a personal guarantee from the principal shareholder, to secure recovery of any potential losses or damages?
Must the franchise be owner-run, or is it intended as a management model?
GENERAL
Brief outline of the franchisor’s business, and the proposed franchise activity if different
For how long has the franchisor carried on the business in the proposed franchise activity?
Are there any confidential or unique methods, formulae, or techniques involved in operating the franchise business?
How many company-operated territories exist?
How many pilot franchises are there?
BACKGROUND
Under which name will the business be carried on?...
Commercial
If you expected to see yourself on this page, click here.
