Harold Brown, franchising activist

April 15, 2011

From the back inside cover:

Mr. Brown chose to write this book rather than a treatise because he felt strongly that what is needed to be said about franchising should not be obscured in scholarly terms. He is an activist with extensive trial experience in Anti-trust, tax, equity, labor, corporate and administrative proceedings, minority stakeholder derivative suits, mortgages, conveyances, wills, and trusts. In this age of specialists, he prefers to be known as a general practitioner.

Harold Brown graduated from Yale in 1936, magna cum laude in economics and three years later received his LL.B. from Harvard with honors in administrative law. In Washington, he served on the National War Labor Board and today is senior partner of Brown and Legihton in Boston. He was principally responsible for the passage of the Massachusetts “long-arm” statute and, as a member of the Civil Procedure Committee of the Boston Bar Association, has been working on a revision of the procedural code to be based on the Federal Rules of Civil Procedure. Mr. Brown participates regularly in legal workshops and is a frequent contributor to professional journals and periodicals.

Brown, Harold, Franchising: Trap for the Trusting, Little, Brown and Company, 1969.

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Franchising: Trap for the Trusting by Harold Brown

April 8, 2011

Written in 1969; franchisor opportunism has become worse.

Inside cover:

This book is designed to inform the public and the legal profession of the egregious imbalance that exists in the franchise relationship and to suggest various forms of redress by means of litigation and legislation. By discussing (and printing) the contents of the usually secret franchising contract in complete detail, the author makes the reader thoroughly familiar with such inimical and routine restrictions as the covenant not to compete, the informer clause, supplier kickbacks, the “bad boy” clause, the “yellow  dog” clause, arbitrary termination, the suspension clause, and many other forms of contractual coercion, both stated and implied.

For too long the law has permitted franchisors to invoke “quality control” and “sanctity of contract” to ruthlessly enforce their unjust agreements…

Until definitive franchising legislation is passed, FRANCHISING: TRAP FOR THE TRUSTING can show the reader how to avoid the pitfalls of the standard franchising agreements or provide his attorney with a blueprint for seeking relief through existing statutes and case law. Arguments and citations from the franchise related fields of fraud, equity, securities regulation, Anti-trust, and labor relations are included.

Still Unsafe at any Brand.


A Trap for the Trusting: A hopelessly romantic view of franchising

December 8, 2008

humpbackanglerfish“A Trap for the Trusting”

Harold Brown, Boston, USA-based lawyer, coined this not-famous enough phrase in describing franchising well over 40 years ago.

  • Sad to report, it’s gotten much worse. The table manners appear better but the rot goes deeper.

The reason is that there is a veneer of respectability that was missing in those raw, cowboy days. It is more treacherous being a franchisee than when Brown was alive and practicing law.

Analysis: There are two ways to win at any competition:

  • One is to raise your game [internal] and
  • Two is to to lower your opponent’s competence [external].

G.K. Chesterton put it well:

It is perfectly obvious that in any decent occupation (such as bricklaying or writing books) there are only two ways (in any special sense) of succeeding.

One is by doing very good work, the other is by cheating.

  • The franchise industry has consistently chosen to cheat.

The architects of that game is the franchise bar and, specifically, the Alpha Male franchisor lawyer [aka Tin Pot Tyrant].

  • These credence good providers cheat principally by managing the illusion that franchisees have only one route to resolving disputes [lawsuit].
  • and that they stand more than 0% chance to win in 100% of lawsuits and
  • Any, anywhere the law is fine enough to catch blatant fraud.
  • Of course, there are some temporary “wins” by franchisees but that is useful in maintaining false hope.

In nature, luring someone to their death is a well-studied strategy. It works really, really well.

Aggressive mimicry is:

…a form of mimicry where predators, parasites or parasitoids share similar signals with a harmless model, allowing them to avoid being correctly identified by their prey or host. In its broadest sense, it involves any type of exploitation,…

A “harmless model” is an experienced regional commercial lawyer. A mimicking predator is listed on the national franchisor trade association’s web site.

The Greatest Lies are Told in Silence: the deceived animal (franchisee) is unaware [before AND after] that there is a trap (although observers know full well) and is steered into believing that the Big Bad Wolf franchisor huffed and puffed their life savings away.

Many aggressive mimics use the promise of nourishment as a way of attracting prey. Though apparent to observers, the irony of falling prey when trying to capture its own is certainly lost on the deceived animal. Wikipedia

The Humpback anglerfish uses a modified dorsal spine as a bioluminescent ‘fishing rod’ to capture prey.

“My. What big teeth you have, Grandma.”


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