Franchise Goodwill: Take a Sad Song and Make it Better

The end of a franchisor-franchisee relationship is often like a divorce, with the parties engaged in a heated battle over the ownership of the franchise goodwill. In this debate, the same franchisors or franchisees often change their positions on goodwill ownership depending on current needs. This Article analyzes cases in many areas of franchise law to determine why franchisors and franchisees engage in such inconsistent reasoning, what the consequences are for franchising, and if there are ways to produce a more logical and efficient form of analysis and debate. In addressing the most contentious issues of franchising, adherence by litigants and courts to a logical, systemic framework could improve the resolution process for individual cases and clarify standards of practice for all franchising matters. This Article proposes a standard intended to reduce major stresses in franchise relationships-the sad songs of franchising-by quickly and fairly resolving the ownership of goodwill.