This revised Handbook is intended to provide an updated resource,
addressed to the non-specialist commercial practitioner, that identifies
not only the pertinent legal issues but also useful strategies for protecting
the important interests at stake when a franchise or dealership is
terminated under less than amicable circumstances. The ABA Section of
Antitrust Law’s Distribution and Franchising Committee keeps a keen
eye on the law governing terminations—what restrictions exist, the
processes, and their economic effects. A Handbook to address the “how-
to’s” of termination became a logical outgrowth of that interest.
Chapter I begins by discussing the issues at stake in the termination
of a franchise or dealership and defines important terms and concepts
that relate to the termination process. Chapter II considers the steps that
franchisors and franchisees can and should take to prepare for a possible
termination of the relationship. Chapter III examines the contractual and
statutory limitations that may apply to both the process and the
justification for termination. Chapter IV explores alternatives to
termination of an unhappy franchise relationship, including nonrenewal,
a buyout, or the exercise of rights under ancillary agreements, such as
real estate leases.
Chapter V moves on to identify and summarize common litigation
issues that arise in terminations, including choice of forum, removal,
choice of law, and the availability of preliminary injunctive relief and
other remedies. Following this discussion, Chapter VI considers
alternatives to litigation, specifically the possibility or obligation to
engage in mediation and/or arbitration. Chapter VII next addresses a
variety of “adjunct” claims and defenses that may be asserted in a
termination dispute, including fraud, negligent misrepresentation,
tortious interference, violation of federal or state RICO provisions, state
unfair and deceptive trade practice acts, breach of implied covenants of
good faith and fair dealing, breach of fiduciary duty, and discrimination
Chapter VIII turns to an examination of the myriad antitrust claims
that may arise in a termination dispute. Chapter IX addresses trademark

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