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Web Site Willy and the Message Board Bandits

Author Richard Solomon is a Franchise Lawyer with four decades of experience in business development, antitrust and franchise law, management counseling and dispute resolution including trials and crisis management.

          Hey there, Muldoon! Give us another round over here, Boy! Now, like I was a sayin, we got us this here committee in the franchisee association to develop us a web site so we can communicate all the good stuff around to everybody in our own pass word accessible chat room and message board. Nobody can git in there except us, cause we have tight control on who gits a password and on what everybody's alias is on the site. So that damn company ain't never gonna know who it is that's getting the word out on all their BS cheap ass tricks and rip offs they pull on us all the time. I jes' know them sumbitches are dyin' to find out who told that the old man has his gal friend on the payroll working as his 'special assistant' for public relations. Public relations my eye! More like pubic relations, and now everybody knows about it, and if things don't git better, we gonna see his old lady finds out about Sweetie-Pie. And they're totally blindsided with no way in hell of finding out who's doin' what to 'em.

          You have just been privy to one of the dumbest conversations a franchisee ever had with a very recent acquaintance in a saloon. For all he knows, he just spilled the beans to a company investigator out looking for some way to get into the franchisees' web site clandestinely to monitor everything that happens there. If the franchisor is really smart, they aren't suing and getting subpoenas to find out the screen names being used by each franchisee. If the guy on the next stool really is a company gumshoe, he will be recording what Beerbrain is telling him. Beerbrain will soon get an 'audit' that will result in a finding of many defaults and a punch list of 'cure projects' that will be very costly and that will have only a 30-day window to correct before termination of his franchise happens. This will, of course, put Beerbrain in such a financial and emotional situation that he will gladly -- in exchange for some relief -- permit the company to use his password and screen name to access the site at will, and provide a complete list of the screen names being used by all the other franchisees.

          And so the 'private' password accessible, totally controlled web site of the franchise association will be totally compromised, and the franchisees will be handing themselves over to the company every time they log on and mouth off. The rabble rousers will be filling their own files at the company's headquarters with exhibits they will see if and when they get to the point of termination of their franchises -- probably sooner rather than later. And they will never know who the Judas goat was.

          Franchisees have all sorts of unrealistic expectations about what they can accomplish by establishing their own web site. A smart franchisor will not interfere in the establishment of their site, so long as they are not using any name that belongs to the franchisor. Their franchise agreements should not permit any name use other than in connection with actual sales from their store premises. The agreement should also specifically reserve any internet use of the franchisor's intellectual property to the franchisor. You can't have any control on what your franchisees say about you. And you are naïve if you think it is going to be complimentary. But you can acquiesce in their establishment of their own web site, which you then infiltrate and monitor. In this way, they have given themselves to you if they use the site for nefarious or seditious purposes.

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