Share Post

Should You Hire a Franchise Lawyer to Review an FDD (YAY or NAY)?

Filed in Finding Your Fit, Franchise 101 — February 27, 2026

When you are looking at franchise opportunities to find the perfect franchise business for you, you will eventually be confronted with the FDD. This acronym stands for Franchise Disclosure Document, and it is an important piece of the franchise validation process. 

Today, we are going to look more closely at one component of the FDD: lawyer review. Let’s dive deeper into this frequently asked question about franchise opportunities. 

Pros, Cons, Timing – and What Most Buyers Get Wrong

If you are seriously exploring franchise ownership, at some point you will hear this advice: “You should have a lawyer review the FDD.”

That may be true. But it is also incomplete.

As someone who walks clients through the franchise business evaluation process every day, I’ve seen both sides. On the one hand, there are buyers who skip legal review entirely. And on the other hand, there are buyers who hire the wrong attorney and create unnecessary friction.

To avoid creating problems as you explore franchise opportunities and look for the best franchise to own, let’s break this down clearly and take a look at the pros and cons of working with a franchise lawyer to review the FDD. 

Fit Tip: Still have questions about the FDD in general? We have an article that can help! If you did not stop off and read about “Understanding the Franchise Disclosure Document (FDD),” I recommend starting there before continuing.

The Pros of Using a Franchise Lawyer

Before we talk about the pros of using a franchise lawyer when you are looking at how to buy a franchise, let me make one thing clear: We are not talking about just any lawyer. You need to use a franchise lawyer (if you are using a lawyer at all). 

I often say this to clients: “You would not go to a franchise lawyer to advise on your divorce settlement, so let’s not go to the friend of the family real estate lawyer to review your FRANCHISE disclosure document.” Right? Here is why…

1. Franchise Lawyers Understand Franchise-Specific Law

Franchising is governed by both federal regulation and state registration requirements. A franchise attorney understands:

  • State-specific addendums
  • Registration states vs. non-registration states (learn more in this article about FDD re-registration and “going dark”)
  • Relationship laws (like termination protections in certain states)

A general business lawyer may have a deep understanding of these franchise-specific concepts. Remember, practicing law is a highly specialized business. When you are looking for the best franchise to own, you want an expert to help advise you!

2. Franchise Lawyers Know What Is Standard vs. Unusual

Franchise agreements are heavily one-sided. That is normal. After all, franchisors want to convince you that theirs is the best franchise to own. 

Fit Tip: That’s where I come in – I am not trying to sell you on one franchise versus another franchise business. We simply work together to determine the franchise opportunities that best fit your needs and are most aligned with your goals as a business owner. 

Anyway, back to franchise lawyer information. An experienced franchise attorney can tell you:

  • What is standard across systems
  • What is unusually restrictive
  • What creates long-term risk exposure

That perspective matters when you are investing in a franchise business. 

3. Franchise Lawyers Clarify Long-Term Risk

With their extensive industry knowledge, a franchise lawyer can help you understand:

  • Personal guarantees
  • Transfer restrictions
  • Liquidated damages
  • Default triggers
  • Non-compete scope

You are not just signing up for year one with your franchise business. You are signing on for a relationship lasting five to ten years… or maybe even longer.

The Cons (or Limitations) of Using a Franchise Lawyer

Now, let’s balance our conversation about franchise business lawyers and discuss the drawbacks of a franchise lawyer reviewing your FDD. 

1. Franchise Lawyers Cost Money

Legal review can range from $2,500 to $5,000 or even more, depending on the complexity of what you are looking for.

For some buyers, that feels like a heavy ask before they have even decided. Plus, investing in a franchise costs money, so you may want to save your funds for the Franchise Fee. 

2. Franchise Lawyers Will Not Tell You if This Is a Good Business

A lawyer reviews legal risk. They do not:

  • Evaluate market viability
  • Validate financial model assumptions
  • Assess operational fit
  • Tell you whether the brand aligns with your lifestyle goals

Legal strength does not equal business viability. This is why it is important to explore a franchise business from every angle. 

Fit Tip: Working with The Franchise Fit Company gives you an opportunity to investigate a variety of different franchise opportunities to find the best franchise to own for YOU. We support you through an unbiased review of your options so that you can feel confident moving forward.  

3. Some Franchise Attorneys Create Fear

This point goes back to the importance of using a franchise-specific lawyer. If an attorney does not specialize in franchising, they may:

  • Flag standard clauses as “dangerous”
  • Overreact to common franchise language
  • Suggest unrealistic negotiations

All of these issues can lead to tension with the franchisor – unnecessarily.

When Should You Have a Franchise Lawyer Review an FDD?

So, is there a situation when you should have a franchise lawyer review the FDD from a franchise business? And if so, when? Here is my professional recommendation:

You can consider having a franchise lawyer review the FDD after… 

  • You have validated with multiple franchisees
  • You understand the financial model
  • You feel confident in the brand
  • You are preparing to sign

And make sure you do so before:

  • You attend a Meet the Team or Discovery Day

Legal review should be the final diligence layer, not the first step on your list once you receive the Franchise Disclosure Document.

Why You Should NOT Use a Family or Divorce Lawyer

This is important. Remember my comment above?? Let me shed more light onto this topic to drive the point home.

A divorce attorney or family lawyer may be excellent at their specialty… but franchising is its own niche. I will say it again: You would never hire a personal injury lawyer to litigate your divorce. You would never hire a divorce lawyer to settle a workman’s compensation dispute. Law is a specialized practice, so hiring a specialized lawyer DOES matter. 

Here’s why it makes such a big difference:

  • Franchise agreements are system-wide contracts used across hundreds of owners
  • Many clauses are intentionally non-negotiable
  • Certain “harsh” language is industry standard
  • Franchise relationship law is specialized

Using the wrong attorney can create a number of issues, including… 

  • Alarming you unnecessarily
  • Damaging rapport with the franchisor
  • Creating redlines that will never be accepted
  • Slowing down your process

You want someone who understands franchise norms, not someone who treats the FDD like a real estate contract. Choosing a specialized lawyer makes a big difference when evaluating franchise opportunities. 

Will a Franchisor Negotiate a Redlined FDD?

The short answer? Rarely.

Longer answer? The FDD itself is a registered disclosure document. It is not negotiated. The Franchise Agreement inside it may have limited flexibility.

Here’s the reality. Most established franchisors… 

  • Do not negotiate core economics
  • Do not modify operational standards
  • Do not change system-wide rules

There are a few things that may be more possible to negotiate. In rare cases, you might see:

  • Minor territory clarifications
  • Payment structure adjustments
  • Addendums for multi-unit development
  • State-required changes

But walking in with heavy redlines as a single-unit buyer? That is usually not productive. AND, you are setting yourself up for disappointment when they say NO to your suggested changes.

Franchising works because of uniformity. If every franchisee negotiated custom terms, the system would break.

So… Should You Use a Franchise Lawyer?

In most serious franchise purchases, yes. But the type of lawyer is important. Make sure that you… 

  • Use one who specializes in franchising.
  • Use them at the right stage.
  • Understand their role.
  • Don’t expect them to negotiate the system into something unrecognizable.

Would I ever tell someone NO to an attorney review? Yes, I would. There is a time and place for using a franchise attorney, and I will help you navigate choosing that moment. 

When you feel comfortable with the agreement but you are only wanting a review for negotiation purposes, that is wasting your time and money.   

Legal review is about understanding risk – not rewriting the model.

Final Franchise Fit Company Thoughts

Franchise ownership is not just about reading a contract. It is about so much more… 

  • Lifestyle alignment
  • Financial readiness
  • Operational capability
  • Brand trust
  • Mutual validation

A franchise lawyer protects you legally. But your broader diligence – validation calls, financial modeling, discovery day conversations – protects you strategically. 

Know the difference.

Take the Next Step to Find Your Franchise Business

Schedule a free meeting right here. I can’t wait to chat with you and discuss franchise opportunities, building your business, and starting a new chapter in your career. Working with me is always 100% free, 100% of the time. Talk to you soon!