Instructor(s): Adam Ship

For graduate students, the course number is LAW2026HS.

Franchises and distributorships are business arrangements in which the goods and/or services of the founding company are distributed in the retail market by arm’s length third parties through contractual agreements that leverage the founding company's trademarks, goodwill, and business model. Franchise and distribution arrangements are governed and/or regulated by several diverse areas of statute and common law, including the common law of contract, breach of confidence and trade secrets, and statutory regimes relating to trademarks, franchise disclosure obligations, and competition law.

Franchises and distributorships are a dominant force in the Canadian economy, with franchising alone accounting for 40% of retail sales, 10% of Gross Domestic Product and over 1,000,000 jobs, to say nothing of broader distribution arrangements. In recent years, the prevalence of franchising and distribution has increased steadily in Canada, with U.S. manufactures and franchisors, wishing to capitalize on the relatively strong Canadian economy, seek to enter the Canadian market.

This course will examine the various legal doctrines and regimes that govern and regulate franchises and distributorships in Canada, with an eye to considering how the law attempts to address the power imbalance between franchisors/manufacturers and franchisees/distributors. Primary topics include:

  1. Theoretical perspectives on the franchise/distribution business models, drawn from various areas of the academic literature, including business administration.
  2. Advanced contract law issues under franchise/distribution agreements, including: (a) the duty of good faith and fair dealing; (b) common law treatment of termination and renewal rights; (c) non-competition clauses and covenants in restraint of trade; (d) interpretation of profit-sharing and other financial provisions; and (e) remedies.
  3. Franchise disclosure legislation in Ontario, Alberta, Manitoba, New Brunswick and P.E.I.
  4. The law of trademarks, breach of confidence and trade secrets in the franchise/distribution context.
  5. Competition and antitrust regulation of franchises/distributorships.
  6. System-wide changes to franchise and distribution networks.
Option 1: A two-hour, open-book examination, which will consist of two detailed fact patterns; OR Option 2: A research paper (6,500 – 7,500 words), based on a topic approved by the instructor in the first month of the course.

At a Glance

Second Term



23 JD


Th: 6:10 - 8:00