A Canadian health care franchise for elderly people (2020)

The Client

We were contacted by an Italian company, that was about to sign a Master franchising agreement with a big Canadian group, active in the sector of health care franchise for elderly people. The Canadian franchise had already expanded in many areas of the world, including some European countries, and wished to enter also in the Italian market.

The health sector is rapidly growing in Italy, due to the growth in the people average age, the ever-increasing need of health services and the ongoing crisis of the Italian Public healthcare services.

The Italian master franchisee had already a huge experience in the health sector, since he was the director for many years of a big private clinic in the north-east area of Italy.

In this case, our assistance was in favor not directly of the foreign franchisor but of the Italian Master franchisee; however, we provided our legal advice also in coordination with the Canadian law firm representing the franchisor.

Our activity

First of all, we helped the Client to negotiate the Master Franchise Agreement, introducing also some amendments to the same, to make it compliant with Italian Franchise Law. We also reviewed the development plan annexed to the Master franchise agreement, in order to make it suitable for the Italian Market.

At the same time, we reviewed and redrafted the franchisor’s disclosure franchise document, compliant to Italian Franchise Law. Since the client was adopting a disclosure document drafted according to Canadian legislation – much more detailed than the Italian – we selected the number of information necessary under Italian Franchise Law, in order to make the document simple and clear, and translated it into the Italian language.

Then, we reviewed and redrafted the franchisor’s standard sub-franchise agreement, together with its attachments. The Client submitted to us an agreement, in Italian, which essentially constituted the translation into Italian of an English-language model prepared by the Canadian master franchisor. This model, although subject to Italian law, did not take into consideration the peculiarities of Italian Franchise Law. and contained a series of gaps and inaccuracies, both substantial and linguistic. These gaps could represent a serious problem for the development of the network in Italy, since it could cause problems in the relationships between the franchisee and its customers. We therefore carried out a complete review of the Client’s sub-franchising contract model, in cooperation with the Canadian Master Franchisor and its lawyers. The activity was quite complex as a series of clarifications were necessary for both the Client and the Master franchisor, as well as the drafting of various modified versions of the contract, both in Italian and English.

Finally, we made a careful heck of the franchisor’s advertising material and business plan to be used by the Italian master franchisee with the future affiliates, compliant with Italian Franchise Law.

The final result was very satisfactory for both the Canadian Master franchisor and the Client, whose expansion in Italy received considerable impetus. Based on this activity, the Client subsequently turned to our firm for assistance with the renewal of the master franchising contract and for a series of problems encountered with franchisees and former franchisees, which we successfully resolved.

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