Elevate Your Franchise Contract Legitimacy with eSignature in Canada

How to eSign a document: eSignature legitimacy for Franchise Contract in Canada

the times come to expand into Canada your us-based franchisor you want to start selling franchises in Canada we're going to discuss every step you need to know about to get up and running in Canada in five and six weeks [Music] today we're going to talk all about Canada expansion up North with our Canadian brothers and sisters and there's no better person than franchise attorney Frank Robinson from castles up in Canada and Frank I appreciate you spending some time today absolutely thanks for having me here I'm excited about it you know I've listened to a lot of podcasts my first time participating on one so uh again thanks for having me I look forward to our conversation today yeah no so my staff they warned me they said Charles try not to be boring and then when I'm not boring it's just stupid jokes which would be about maple syrup and hockey and everything else in Canada but you know the the thing that comes up so often and we represent emerging Brands franchisors here in the United States Canada is such a natural market for U.S Brands uh to expand into and then for a separate conversation for Canadian Brands expanding into the U.S and so the questions come up so often Frank and you're an expert up there so I thought this would be a great form for us to develop some basics of what franchise law what are the building blocks up there in Canada and then we could dive into really a lot of questions I know us-based franchisors have absolutely that sounds like a great plan and you're right about it uh you know I often am on the other end of those jokes about hockey and maple syrup and a lot of stuff we've got a lot of that especially here in January you know there's a lot of snow here in Toronto where I'm located we also have a lot of franchising I don't know if your viewers know this but Canada has actually got is the second biggest market for franchising in the world right behind you guys are our neighbor to the South so when you mention Canada being a natural destination for franchisors in the United States that are looking to go International Canada is obviously you know an easy target we're right next door we share a common border actually I'm going to get the statistic wrong but I'll tell you a vast majority maybe 80 90 percent of Canadians live within 100 miles of the U.S border so you know not only are we neighbors we're your next door neighbor we share that common border you know very similar in terms of our commercial interests the things that get us excited the brands we're familiar with the types of services and products that you know are the things that we're going to want to buy and participate in so and not only that you know there's the you know the American appeal so we travel to the United States we see the the new shiny Brands and the things we're excited about down there when they show up here in our inside the Canadian borders we're excited about visiting them and shopping at those locations so you know all that really is the beginning of uh you know the story of how franchising succeeds in in Canada but there's obviously a lot of detail beyond that which we can dig into as we go through our discussion here today you mentioned I didn't even realize Canada is the second largest market before we dive into the like what type of activity are you seeing where franchisors really need to enter the Canadian Market or have questions about entering the Canadian Market well that's a that's a good question for me you know as much as I'm a Canadian franchise attorney I'd say a majority certainly a majority of my clients and sometimes even a strong majority up to 60 70 percent of my clients are U.S based franchise systems that are expanding into or already in Canada and looking to grow even further into Canada and then beyond Canada domestic market so you're asking me that questions about American brands and what they need to do and what they need to think about in Canada that's what I do every day of the week so certainly can help you and your viewers understand that um you know I think your question was more about like why would Canada be a market why is that a destination you know of course we have we share that common border um there's a lot of similarities between the markets in in the two countries in terms of the products and services that are attractive and interesting to Consumers here Canadians are familiar from the media that we see that spills over the Border in terms of the TV and movies that we watch with the brands and the things that are exciting and novel The United States and we're always looking to find the new exciting branding to to uh to shop at and to to experience through that and also through our travels a lot of Canadians spend a lot of times particularly in the winter in the southern states and so you know there's a lot of familiarity with the with the franchise Brands and the retail brands that exist in the United States and always a lot of excitement when they seem to show up here in the Canadian Market um and that's obviously the you know the the expansion of new and exciting Brands but they're the the long-standing traditional Brands uh from the US that have been in Canada for a long time um so Frank we're we're um U.S based franchisor they come to me like Charles um what do we have to do to expand in Canada um if we're not ready now maybe are there some steps we should be taking before I even get into that conversation with those franchisors with our clients right they all understand here in the United States we have Federal State Franchise laws we have our franchise Disclosure document we want trademarks be registered with the United States pen and trademark office from a macro level what would be just the basic blueprint of what U.S based franchisors need to know about entering the Canadian Market in particular developing a franchise offering there sure that's a great question and there's a lot there and we can kind of unpack it but maybe it makes sense to start at the top and what I mean by that is at the federal level so unlike in the United States we do not have a federal franchising Statute in Canada okay so what we have instead are 10 provinces and six of those 10 provinces have franchise statutes and each one of those will apply depending on which province you are operating or offering franchises in so there's nothing at the top it only it depends on where you are franchising depending on which province you're in that's the franchise law that's going to govern most of those franchise laws are very similar I'd say across the board 80 to 90 percent of them are pretty much carbon copies of one another they differ and the margins and some little small aspects of them that relate to what needs to go into a Disclosure document pursuant to the laws of those particular provinces but at the moment for the most part and for the purpose of this conversation they're they're effectively the same and they're also very similar to the U.S franchise laws so when you have a Disclosure document that's been prepared pursuant to the laws of the United States you know under the FTC rules those are going to be very similar in in their format and their content to a Canadian Disclosure document again don't take that as the end of the conversation there are definitely differences in both substantively in in terms of the form but the rules are very similar in Canada before you sell a franchise to a franchisee in one of those six provinces you have to provide a disclosure document and you have to wait 14 days before you sign any agreement or take any money from that Prospect one important difference that is a good one for Canada at least is that we don't have any filing or registration requirements in this country so there is no regulatory oversight there's no administrative body that needs to be consulted with or provide their approval with uh before you can sell a franchise what will happen is you you know a franchise brand and their Council will sit together and prepare a disclosure document as soon as those individuals believe that document complies with law the business providing its insight and it's it's information that it's it's comfortable with about the business and Council deciding that that information satisfies the standards of the law that document can be used the very next day to sell and offer franchises in Canada um you asked before and maybe I'm jumping the gun or providing too much information all at once but you ask what were the building blocks to you know for any franchisor that's looking to come into Canada if you want I can start down that path too yeah no so let's do that because I think franchisors would love this and before we even get to that right so no federal law you have different provinces we don't have registration which franchisors would love right so we could get up and running um before we get into the building blocks you know one issue that comes up so often or I sort of want to get a sneak peek here and just discuss two things right so now I know we could get up and running in Canada no registration let's convert our FDD next question is at a macro level what are we doing with uh franchisor financial statements right uh audited not audited are we setting up a subsidiary company in Canada right and now I know I'm jumping the gun but I this is what our clients are asking about right out of the gate like so you know how it comes in too right and if you're a franchisor watching it it's not like it's hey Charles hey Frank six months from now I want to do a deal it's hey Charles hey Frank we want to close a deal in like next month and how do we make it happen in Canada that certainly happens but it happens in in the other way as well so what I was gonna mention to you and this is nothing I've made up we've probably heard this before many times but there's a push or a pull right oftentimes our clients and this is probably closer to what you just mentioned are pulled into Canada meaning yeah they have a transaction someone maybe as I said before some Canadian entrepreneur or business person saw you know a new flashy brand when they were traveling in Florida for the for their Christmas Vacation then they call the franchisor and say I want to bring you to Canada franchisors enamor by that they're excited about a new transaction a new market so they're being pulled by that opportunity into Canada I certainly have clients and that happens a lot doing that and following that path but there's definitely many that that push into Canada by that I mean their board or their company decides we've maximized the market in the United States or you know the areas that we want to be in and we find There's an opportunity in Canada let's get our ducks in a row and start you know attacking the Canadian Market we don't yet have prospects there or a pipeline but we want to build one out because we think that's a a new and exciting market for Canada so you know those those create different uh opportunities they create different problems or issues to tackle uh but at the end of the day you have to come into Canada the same way by by attacking and dealing with those you know building blocks we talked about before but if you want to address the specifics you mentioned or the questions I know your clients are are asking about and let's by all means let's give the clients what they want they're asking about financial statements or they're asking about corporate structuring those are great questions because those are threshold or initial questions that need to be addressed before you get into actually preparing documentation so you know what I would say to you is for the most part the clients that I see coming into Canada and I say for the most part most you know I'd say mostly 50 60 of them 60 70 of them will continue to use a their U.S franchising entity when they enter into Canada and by doing that they're entitled to continue to use their financial statements that they have in the United States so long as they meet certain conditions so our you know our statutes permit the use of a foreign financial statement as long as they are at least equivalent to Canadian Accounting Standards or otherwise meet International standards that are set out in our in our rules I don't need to get into the into the sort of gory details of all that right now but it it is enough to say that if you have let's say for example a U.S LLC entity that's your franchisor in the United States you can certainly use that in Canada and in most cases you can use the audited statements that you have from your us FDD in Canada don't have to do anything new that having been said the advice often and almost always given to clients is you should get proper tax advice before you push or or pulled into Canada because once you enter into a franchise agreement that goes over the Border meaning from a U.S LLC entity to a Canadian resident franchisee you have a contract that's from between an American and a Canadian with money that's now flowing over the border and that's now subject to International tax issues including withholding tax and other things like that that can actually have an impact on cash flows and add a whole bunch of paper and tax compliance for both parties so depending on that analysis uh you may end up with a different entity that's your franchisor some clients I mentioned the majority probably don't do this so that the the balance of that is that some on the minority for the most part will form a new entity to be the franchisor in Canada that might be a Canadian subsidiary so the LLC for instance might form a subsidiary that's a Canadian entity Incorporated in one of the provinces or maybe a federal Corporation or maybe in very rare cases they'll form a new U.S subsidiary that will directly franchise into Canada the best answer I can give yeah yeah if we were pulling Brands entering Canada what percent franchise directly in their U.S based franchise company versus setting up a Canadian subsidiary yeah and we know this is unofficial and but generally what what do you say it's a good question because I'm asked I'm asked that a lot like the question is what do most people do when I when I pose a question how are you going to do this what do most people do and most of them are doing it using their U.S entity I'd say to answer your question specifically between 50 and 75 percent of them will use a U.S entity that could continue to use their entity what I like to do for clients is suggest to them that it's possible to change your mind later so we we will create documentation that that allows for flexibility in the future and if in the case of a corporate restructure or something of that nature that we can move assets and contracts around in case you decide you want to do it differently later there will be a tax consequence to changing your mind later if you have to move assets around but at least allows the flexibility to change your mind if you have to do that and and I like that because usually it's especially for emerging Brands right if you're being pulled into Canada um it's a good way to test out the market and and get a foundation set typically we would see um usually there's accountants too that can sort of adopt or reinterpret U.S uh financial statements to conform to Canadian standards and things like so the process isn't overly complex on that end and then Frank in terms of trademarks what are the issues that you see for U.S based Brands like the thing that keeps me up at night or I'm always concerned thriving U.S brand hasn't protected it's IP in Canada so so my question is for a thriving U.S franchise brand that may not have plans to go into Canada what do you recommend they do with their IP uh franchise brands that aren't entering Canada what's involved and and generally what do you recommend from the best practices standpoint yeah I mean that's worthy of keeping you up at night or at least uh those who own important and uh well-known Brands up at night because that's a real issue there's some well-known stories of U.S brands having not taken any steps to protect their trademarks in Canada announcing that they're coming to Canada only to find later that somebody else has squatted on or legitimately registered the same or confusingly similar marks in Canada and preventing them from coming into Canada into Canada using the brand and logos and branding that they want you know there's an example of that of course for for Burger King in in Australia you know if Burger King is called I think it's called Hungry Jacks or something like that in in Australia for that reason there's very similar situations in Canada so the best advice is obviously it's a to protect your trademarks as broadly and as early as possible in the in the international markets in which you may one day want to go that might that certain certainly should include Canada being your next door neighbor but using Australia again as an example or other International markets where that's important or where you where you see growth and that may not only be for you as an emerging franchisor one of the things I like to tell emerging franchisors is you know if you're going to be bought up by a private Equity Group or someone like that their ammo always is to buy it and grow it and if you can say to them look we have we've reserved our trademarks in in other markets the path is open for growth and that may be seeing as a true benefit as opposed to a big black mark on your brand if you tell them or they determine on their own that Canada is blocked because the trademarks are unavailable there so even if you're not going to expand today tomorrow or any sun in the future having that as an asset and as a path that's available to you or a future owner of your brand adds tremendous growth and the cost of to or value I should say and the cost to um get a trademark in Canada is not at all onerous it's a few thousand dollars to do a trademark search which would identify possible issues with your application before you make it and then a couple thousand dollars or less to actually file it pay for government fees and some you know lawyer time to prepare an application um there are some domestic markets like I think Mexico for instance where you must have an application or even a registration before you can offer franchises in Canada again not the case in Canada you can offer a franchise on the basis of having no trademark rights whatsoever you'll have to disclose that in your FTD and that may prevent you from being able to easily sell franchises if your IPS has a whole bunch of problems associated with it but it's not a legal requirement that you have an application or registration made um but it obviously it's well advised because you can't really grow a franchise system if you don't have uh you know well protected trademarks and can't assure your franchisees that they're not going to get into hot water if they end up using your marks and then get a trademark infringement or something like that um you know once they open their doors Frank the um if I'm a U.S based entity I'm not operating in Canada yet is there is it easy for me to get trademark registration is there like an intent to use application here in the United like in the United States how would I go about like is there complexity there with corporate structures or um taxing authorities in Canada or can I as a U.S company just file in Canada no you absolutely can we have plenty of uh applicants and registrants that are you know entities or individuals that are located across this globe so that doesn't prevent an international owner of an of trademarks in Canada you just have to follow the process of going through the application and there are different bases upon which you can make application to your to your question we actually are just getting towards you know the initial stages of having amended our trademarks act in the last one or two years to change the way the application process is made it was it was historically done in a different way so um you know there are changes that have been rolled out in the last couple of years um they do relate to things around the question you mentioned about you know intent to use and things of that it's a little bit easier to make applications now in some regards than it was before um so we actually do a lot of IEP work for our trademark sorry for our franchise clients um it kind of goes part and parcel with the franchise work that we do um regularly advising clients on availability on risks associated with using trademarks on licensing them of course the way they are disclosed and disclosure documents and all that sort of thing so to me you know kind of tying together some of the concept we talked about the corporate structure and the IP those are uh they call them threshold or sort of foundational Concepts that are things that should be done really immediately and early on in the process to get your you know get you in a good place and put your feet underneath you and get you sturdy enough to start on the next couple of steps after that which I'm sure you're going to ask me about in terms of preparing documents and actually getting you know into the nitty-gritty of offering materials so threshold items right corporate structure IP right all foundational and you know you provided a lot of clarity there's there's a clear pathway to do that and and we could get set up before we dive into you know preparing the disclosures and whatnot just want to peek into that a little how do you guys in Canada how do you handle financial performance representations you know do you have an equivalent to our item 19 and and what what's the theory behind your financial performance reps up there right okay great question it's a great question um and like in the United States it's a I wouldn't call it a Minefield But It's Tricky one of the trickier things is we don't have you know we don't have guidance from something like an FTC because we're not regulated in the same way we don't have a filing a registration requirement we don't have uh to go through a regulatory body the only sort of guidance we have is a guidance from the courts um we don't have any interpretive manuals we don't have anyone we can consult in the government to ask us how things should be interpreted and I know from doing so much work with U.S Brands and having relationships with U.S attorneys they spent a lot of time navigating those fprs with The Regulators we don't have that here we have a very basic standard which is that this this the financial performance representation so maybe to answer your question more directly in the order you asked me yes we do have something that's similar to item 19. they're not called item 19 but it's the same idea that we call them financial performance representations or fprs they're voluntary you don't have to make them but if you do make them then you have to do them in a very specific way and follow some some of the rules I'll mention in a minute as much as they're voluntary I think we both know especially for emerging Brands that's one of the first questions franchisees are going to ask and if you if you think that's important enough that you need to discuss by fprs to sell franchises and many brands do then you have to be realistic about it and put in your disclosure document in your oral or spoken disclosures and the way you sell franchises have to be consistent with the written document just like they do in the United States so then if you're in a situation where you think you know I'm a new brand I'm a new brand of Canada I need to make fprs or I need to make financial performance representations to make my name known and self-ranchise in Canada then you're going to have to do it it's almost not voluntary or it's voluntary in the sense that you know the law of work says so but as a commercial matter as a matter of reality you're going to have to put them in your document now we're in a situation where you may be a U.S brand and you have no experience in Canada you may also be an emerging brand in the United States so you're only Regional you may only have a handful of locations the question then becomes is is it reasonable or not and that's a legal standard is it reasonable to put financial performance representation for maybe a short period of time from a regional or small area in the United States into a Canadian disclosure document and that can be a tricky analysis because it may or may not be depending on the types of information you have on the reliability of the information that you have on the the scope and depth of the information that you have on how similar the Canadian United States markets may be in terms of the prospect that the results may be at least somewhere in the same vicinity or or related to one another we do a lot of work with clients to contextualize the information from the US FDD if we're going to put it into the Canadian document that may be to to include disclaimers to identify how the Canadian and U.S uh responses or performance May differ just so that the reader has a very strong idea about what it is they're reading and can take that information and extrapolate it and do their own homework based on the information that's given to them and have enough of that context and understanding of what they're reading to make an informed decision about it um every one of those decisions is made sort of on a case-by-case basis depending on how much tolerance for risk the client has how much they think they need to include this information how reliable we think the information is how reasonable ultimately we think it is to put it into the Canadian document so taking taking that back a couple of steps yes we have item 19 or or something similar to that in Canada you can use your item 19 in Canada if it's reliable and reasonable and we do that quite often just generally the Canadian Market in general what percentage of franchisors are relying on financial performance reps that's such a great question and I got this a lot I also get the question you know can I get a copy of X Y and Z franchise disclosure document or do you have information about that so again I guess the sort of the theme here because we don't have filing or or regulatory oversight there's no Central a place to find those um they're not public information it's not public information so they're you know we there are private companies that collect and and uh collate these things and they provide their own analysis and summaries of things so you know those are available out there and they can be purchased to some extent um my view though is that as time goes on it's more and more common to see those in in to see an item 19 um especially for emerging Brands because it becomes an apparent a commercial imperative that they're included in the document to actually sell franchises um and then the same thing happens that you know over time when you become sophisticated and larger scale you have robust reliable you know very long-standing history of of collecting this information that becomes information that that's really easy to disclose so when you're a big you know big traditional franchise or that information is available it's reliable it's usually pretty what um it's it's it's something you want to share because you've reached that level of success so those are the sort of two sort of sides of the spectrum the the emerging franchisor feels like it needs to do that to sell franchises the franchisor on the other end of the spectrum that's you know traditional and uh large scale has already got that information and can rely on it easily um and somewhere in between those are the rest of them that you know decide on what they're going to do in the middle right if you can recap and I know we didn't go into the detail in terms of documents but franchisors entering the Canadian Market if you could just recap for us hey these are best practices the steps you're going to follow yeah and then the question I'm going to have after we get done with that is like what are the pitfalls you see like where are the legal landmines happening where you're like I wish they didn't they they that all could have been avoided right let's hit the basics if someone's watching this now here's the checklist items we need to lock down as we enter Canadian Market so I like to keep things simple as much as possible and I think clients appreciate that because you know you can feel like your head's spinning a little bit if you're trying to go into a whole new country but I like well and Frank by the way I've had calls where like I'm like we have a client you know years ago entering the Canadian Market and look I'm not being negative because I think accountants could be worse than lawyers if I tell you I got on the call and all the client want to do is sell a franchise in Canada and there were teams of accountants on talking about offshore companies I'm like you know way complex but yeah no like I appreciate you driving this home we're entering the market what are we gonna what do we need to lock down entering the Canadian Market I mean you can make a sophisticated and complicated as you want and if you allow that to happen and you're you ask for that type of advice that's a type of advice you can get in it it will be valuable to to a large extent on the other hand there are a lot of clients that say how do we do this quick and dirty what's the best and fastest way into Canada and that certainly there are reasons why that's a good approach in many cases as well so let's stay closer to that side of the spectrum okay um I like to tell clients there's four legs on the chair okay here they are in a nutshell we talked about a lot of them already number one corporate structure how am I coming to Canada What entity am I going to use is it my existing entity or a new one and then that that sort of has knock-on effects as you mentioned into the financial statements and the tax consequences so number one is is a corporate structure number two we talk about this as well your intellectual property your trademarks have you have you registered or applied for them already you're probably you're already done that you can probably check that one off your off your list if you haven't got to do some analysis about whether it's available whether it can be used uh and that sort of thing so that's the number that's number two is the IP number three is your franchise agreement so we haven't talked about this much yet but for the most part your franchise agreement can be used in Canada without a lot of changes of course it needs to be amended in some sort of like details around the technical legal issues and that's the job for the lawyer to do to review that document top to bottom and as I call canadianize it but I would tell you at the end of the day 95 of that document can remain unchanged so that's that's that's that's good for clients because it means an efficient in terms of time and cost process it also means that you end up with a document that's very familiar to you and your sales people without a lot of changes that's number three number four is the actual Disclosure document itself so the difference between three and four is three I'm talking about the contract the franchise agreement and number four is the actual FTD itself we don't have item one through twenty three what we do have as I said before is six separate provincial statutes and what your lawyer should be doing in Canada is providing with one format that provides compliance with all those six provinces at the same time so you can use a one-size-fits-all approach wherever you may go in Canada and that will as I say synthesize all the requirements from the six provinces at the same time we will migrate a lot of the information from your U.S FTD into that format and then fill in the gaps and blanks with things that are unique to Canada with other information that needs to be obtained from the client through a process of asking some questions and maybe a meeting or two just like we're having now over over the phone or video to pull out the rest of the information that's required for Canada and that's it those are the four basics now that that will set you up from a legal perspective there are operational marketing supply chain issues that are that end up being legal issues too in some cases that are important as well but if you really want to talk about the basic DNA of it you have those four points and and that'll get you a long way to offering and awarding franchises in Canada yeah that that that's so on point Frank about how long does it take to get through that process I'll see you tomorrow morning now look that there's a lot of clarity there so um I I was being flipping and joking around I get it I get it you told you told me to not be boring and make some jokes so you know clients especially when they're being pulled into Canada they're being pulled and you know you want to make sure you you meet the resistance on the other end of that poll and the worst thing clients or I know franchise Brands suffer from is having a Slowdown in the document process that lets the lead jump off the line and go buy some other franchise instead so you know we are always aware and I say this to clients all the time yes I'm a franchise attorney but I'm part of the franchise development team as well and if you lose track of you know making making uh good on the things that your franchise sales people say and on meeting the expectations of your prospective franchisees and you can you can really impact the pace and the success of your franchise development pipeline so we're aware of that all the time and those are those are you know pressures that we have to address too the reality though is that you know if we're going to set you up from nothing to offering franchises in Canada it does take at the very least three four five weeks if we're moving aggressively uh it can take and it has taken three four five months too at the same time depending on you know what your franchise system is uh how complicated it is uh you know how much we get bogged down or the client gets bogged down on the corporate structure piece or whatever happens along the way and think some of these things through but I have I've certainly had a situation where a clients being pulled being pulled aggressively and they said to me we need this done in you know a matter of before the end of the month and and we've done that right and and always there I I guess for me is what I don't what what we're not experts in and what I can't control I always worry about the accounting right and getting the right advice on on those structures to make sure as we're going and and we could create the legal protection just to make sure there's everyone's informed and we're thinking through the accounting tax and and structures on that end well I'll just pick up on that I mean I'm a huge proponent uh especially you know as being someone who often comes into the into the franchise franchisors orbit a little bit late meaning they've already got you Charles or someone else working with them I'm a big proponent of keeping people with the people they're familiar with so I would never tell a client to go find a new accountant or someone else that that they don't know if they have a trusting relationship with someone else but the reality is that you need to have cross-border experience to provide the proper accounting advice because as I mentioned there are international tax issues that are arising when you are thinking about moving into another country so you may have an accounting you've been using for 20 years he's served you perfectly well on domestic issues but if they can't really advise you on how to get into Canada or out of the United States you might be missing something so what I can offer and do offer to clients is the other side of the puzzle right so you may have great domestic advice you you might you do need Canadian accounting advice too or you need one advisor who can tackle both but you definitely need to make sure that your systems are doing this right that they're connecting the puzzle fits together in the right way that it has to work from Canada has to work from the US and has to work together to make sure that that's set up in the right in the most efficient way for for you as a franchisor Frank as as we I mean this is great advice and the foundational items corporate structure trademarks franchise agreement disclosure document franchisors out there just know we don't need registration in Canada you know the process you know it could take four weeks five weeks six but it's a fluid process and Frank's provided some great insights on that Frank is is we wrap this up any like mistakes or pitfalls you see that are totally unnecessary you wish more franchisors knew about it as they entered the Canadian Market yeah absolutely and I've seen it enough times where I'm attuned to it enough that once we finish our disclosure documents with clients we'll spend some time with on compliance because you know I like to say to clients as soon as the Disclosure document is done that's not the end of my work that's actually the beginning of my work with you because my job is not to just hand you a pile of paper and have you walk away my job is to help you sell franchises and grow your franchise system and avoid the pitfalls that come your way so I've certainly seen mistakes been made in my experience in the many years I've been doing that is to try and identify them and have clients as they come to me avoid them so the things that trip people up mostly U.S franchisers into Canada is to thinking that Canada is just one more state on the map and to not identify and give enough respect really to the way that Canada and the law here differs so you know 50 000 feet up in this in in the air it's exactly the same Disclosure document wait some time then sign the franchise agreement but there are definitely nuances in the things you can say and can't say to franchisees in you know the flow the timing of the way documents are given the way that uh certain standards of of what goes in or is not in the Disclosure document we don't really have time today to sort of dig into all that but you know I think what I'd like to leave your viewers with is the idea that yes there is a there is a significant amount of crossover and similarity with the documents and the process in Canada the United States but there needs to be enough respect given to the differences in the way that the laws are set up that you do need to stop and you need to get educated and you need to accept some training from someone who knows what they're doing in Canada to just smooth out the edges and and and identify some of those things that you could trip over because they may seem small and trivial but they're enough really to get some franchise or sensor real hot water and they have um in the past um I don't know if that's specific enough no that that that's I mean I I think as we all get older we realize like you need to lean on people that have been there before and it's not to say hey just work with a lawyer I you know franchisors I think are smart enough to know I mean Canada is an important market and you need to build up that team with not only your Canadian FDD but your Canadian IQ in terms of the franchise Marketplace and really how to uh build up your franchise sales platform in Canada so I think that's helpful yeah and it's outside of that you know in terms of just like operations some of the things that I see that are sometimes not done well or not done at the right time or in the right way is your operations manual you know it it is not a legal document but we all know it's essential to your franchise system and so you know I have seen these dot the manual not updated at all to accommodate or address unique things in the Canadian Market that becomes an operational problem if a franchisee opens it up and can't find the answer to x y and z operating method or something of that nature but it can also become a legal issue if your franchise agreement we all know this says a hundred times as set out in the operations manual if it's not set out properly in the operations manual you now have a problem operating but you may also have a gap in the way you've prepared your franchise documents other things I see are you know more on the supply chain if you're in a restaurant or a food you know in the food business or you otherwise have you know an important Supply concept to your franchise system it should not be taken for granted that you can just use the same supply chain or network or suppliers in Canada there are even um trade restrictions on moving certain goods and products over the borders like if you if you think you're going to move dairy products or for or meet proteins over the border and in the same way that you move those between states you're not right about that at all it becomes economically challenging to do that there are customs and tariffs on doing that and a whole bunch of other things moving product over an international border so uh in some cases it becomes important or even a necessity to set up a domestic supply chain in Canada and the economics of that then change the way your franchise system may work because you may not have the same benefit of scale the same rebate program so supply chain is obviously fundamental to a franchise system and it needs to be reviewed um and thought through for sure that's one of the things I think that you can get TR you can trip over if you're pulled into Canada if you don't think that through and you don't build enough time to build out your you know the the basics of your of your economic model and your supply model those are things that can can confront you urgently at the wrong time once you have franchisees operating and then you're in a bit more of a problem if you haven't built enough of a timeline and system to do that in a timely way yeah and I I think your point about the operations manual it seems obvious but that is such a critical issue and I'd love to say that was at the top of my list when we started this conversation but it wasn't and it will be in the future um Frank I I appreciate that um I appreciate your insights and uh look forward to talking more about Canadian expansion well thanks for having me I really appreciate it um it's a topic I talk about every day so I'm happy to be able to share with you and your viewers and you know if there's questions or an opportunity for us to have another conversation at some other point in time I'd be happy to do that as well thanks Frank