First Admitted: 2003, Rhode Island

Professional Webpage: https://ulmlawfirm.com/nicole-liguori-micklich/

Bar/Professional Activity:

Fellow of the American Bar Foundation, 2023
American Bar Association, Forum on Franchising, Governing Committee
American Bar Association, Forum on Franchising, Planning Committee
American Bar Association, Forum on Franchising, Women's Caucus Officer
U.S. Court of Appeals, Second Circuit
U.S. District Court, District of Connecticut
Connecticut
State Courts of Rhode Island
U.S. District Court, Eastern District of Michigan
Adjunct Professor, Franchise Law, Quinnipiac University School of Law
American Bar Association, Forum on Franchising, Publications Committe Member
American Bar Association, Forum on Franchising, Professors Committee Member, 2017
Past Chair, Connecticut Bar Association Franchise, Distribution and Dealer Law Section
American Bar Association Forum on Franchising, Nominating Committee Member, 2015

Verdicts/Settlements (Case Results):

Served as local counsel representing franchisor in case brought by customer of franchisee; case dismissed against franchisor., 2023
Successfully resolved a matter in which a QSR franchisor alleged that a developer was in default of the parties' agreement., 2023
Represented a development agent whom the franchisor alleged was in default of their obligations under the parties' agreement and resolved the matter favorably pre-litigation., 2023
Settled an arbitration between a development agent and franchisor that included claims that the franchisor breached the parties' contract and committed unfair trade practices and a dispute about the term of the contract at issue., 2023
Successfully settled a case pre-litigation in which franchisees alleged unlawful discrimination by franchisor., 2023
Settled multi-party litigation and arbitration in which plaintiffs, franchisee and its investors, alleged that defendants, business developers and franchisor, induced plaintiffs to purchase six struggling franchises that were known to defendants to be destined for failure in violation of contracts between the parties and applicable law. , 2023
Successfully settled a case related to a franchisee closing its restaurant prior to the expiration of the franchise agreement and lease., 2022
Settled a case of wrongful termination on behalf of a development agent whose claims included allegations of breach of contract, breach of the duty of good faith, fraud, negligent misrepresentation and violation of statute., 2022
Settled arbitration between development agent and franchisor in which development agent alleged fraud, misrepresentations, deceptive trade practices, and breaches of contract., 2021
Successfully settled claims on behalf of multi-unit franchisees in mediation with franchisor in which the parties alleged wrongdoing and numerous defaults against one another., 2021
Successfully settled a case on behalf of a development agent whose claims included allegations of breach of contract, fraud, various torts, and violations of state and federal laws., 2020
Advised a multi-unit quick service restaurant franchisee on its successful exit from its franchise system, including the termination of franchise and multi-unit development agreements and resolution of leasing and other issues, 2020
Represented franchisee and favorably settled matter involving termination and claims for royalty payments, 2020
Represented franchisees with multiple claims against franchisor including breach of conract and fraud, where franchisor asserted counter-claims, and favorably resolved the disputes between the parties. , 2019
Favorably settled claims of franchisee against franchisor and certain officers, including claims for breach of contract, violations of state law, negligence, and fraud., 2019
Represented multi-unit franchisees and favorably settled disputes regarding royalties and advertising fund contributions, 2019
The Palisades a Fort Lee Condominium Association, Inc. v. 100 Old Palisade, LLC, Docket No. A-4292-13T3 (N.J. App. Div. 2016) cert. granted Aug. 5, 2016 (reversing summary judgment in favor of contractors and remanding). , 2016

Representative Clients:

Represent Starbucks licensees and prospective licensees in review and negotiation of Licensing Agreement and ancillary documents
Represent commercial landlord with respect to multi-unit plaza leases and tenants
Review disclosure documents and proposed agreements on behalf of potential franchisees and advise.
Represent Connecticut property owners in claims against contractors
Advise franchisor regarding its agreements and relationships with Area Developers
Represent home owners with respect to contracts for new home construction and in connection with design and construction defects, delays, and other disputes
Represent a RI Condominium Association in connection with formation, transition, and related issues
Represent Rhode Island home owners and land owners in connection with building and development rights and contracts and also in construction defect claims

Transactions:

Represented home owner in close out of construction project, 2024
Prepared Stock Transfer Agreement for common stock corporation, 2023
Prepared asset purchase agreement for multi-unit franchisee for sale of franchised store, 2023
Represented general contractor in final close-out of commercial construction project, resulting in final payment to client and mutual releases., 2023
Represented the buyer of buildings in Mystic, Connecticut, which house independent bookstore Bank Square Books., 2022
Represent multi-unit franchisee in sale of franchises back to franchisor and assignment of leases and related agreements, 2020
Represent commercial landlord including prepare new leases for new tenants
Represented land owners in securing solar supply and installation agreements, 2019

Pro bono/Community Service:

Member, Board of Directors, Ocean Community YMCA
St. John School, Old Saybrook, CT, 2019

Honors/Awards:

Educational Background:

Bachelor of Arts, cum laude, Majors in Classics and Philosophy, The University of Pittsburgh College of Arts and Sciences, 1999

Scholarly Lectures/Writings:

Co-Author of Chapter 8: Claims Typically Arising During the Franchise Term, Chapter Co-Author, Representing Franchisees, American Bar Association, Forum on Franchising, 2023
Panelist on Discussion Panel: Encroachment, breach of exclusivity and reservation of rights in franchise agreements, Panelist, IDI Conference, 2023
This program provides a comprehensive overview of franchise law for those who want a thorough introduction to this field, as well as those who want a refresher on one or more areas of franchise law practice. , Panelist, Fundamentals of Franchising, American Bar Association, Forum on Franchising, 2022
This workshop was an opportunity for attendees to learn about fundamentals of franchise law and receive practical tips and advice from experienced practitioners. The presenters provided a balanced overview of franchise law with a focus on the franchise relationship. Topics included franchise disclosure laws and issues, trademark law and common issues in franchising, vicarious liability, and disputes that arise in the franchise relationship including termination or non-renewal., Panelist, Foundation of Franchise Law, Rhode Island Bar Association, 2022
This book offers an overview of franchise cases and developments over the reporting year and the presentation provides a thoughtful, comprehensive, and interesting review of the year’s key judicial and legislative developments affecting franchising and distribution. , Co-author and co-presenter, Annual Developments in Franchise and Distribution Law, 2021, American Bar Association, Forum on Franchising, 2021
Businesses rarely face the kind of continuously changing and quickly accelerating disruption and uncertainty that COVID-19 is creating around the world. Join this respected group of panelists as they discuss impacts on both franchise systems and franchisees around the world and explore strategies to address risks., Panelist, Franchising Going Viral – Managing Coronavirus-driven Disruption in Contracts, Supply Chains, and More, American Bar Association, Forum on Franchising, 2020
The AAA® has implemented a number of tools to assist parties in more effectively managing their franchise arbitration cases. These enhancements include: - Access to the entire AAA panel on appropriate cases - ClauseBuilder® Tool to help you customize your clauses to meet your needs - Tracking of statistical trends in the industry Please this presentation is designed to help you take advantage of all the benefits of arbitrating franchise disputes. TOPICS DISCUSSED: - Who drafts the clause? - Choosing arbitrators that meet your needs. - When to file detailed pleadings. - Common discovery issues. - Carve outs for injunctive relief. - Non signatory issues. - Class action and joinder waivers. - Motion practice., Panelist, Practical Tips in Franchise Arbitration: With Speed, Fairness and Cost in Mind, American Arbitration Association, 2020
Franchisors face difficult questions about whether to amend their FDD to address the impact of COVID-19 on their financial performance representations (FPR). NASAA recently issued guidance on this issue. How do franchisors use this guidance to ensure that they continue to have a “reasonable basis” in support if its FPR? What other state laws must franchisors consider in making this evaluation? There will be a period where this issue will continue to impact franchisors even after the pandemic. During this session, the panelists will provide guidance on how to assess whether its FPR has reasonable basis and how to make modifications to its FPR as the pandemic unfolds., Panelist, Re-Examining FPRs During and After the Pandemic, International Franchise Association, 2020
Changes in the face of franchising portend new challenges and opportunities in the representationof franchisees in the coming decade. The ubiquity of private equity ownership, turnmoil associatedwith joint employment issues, the proliferation of franchisee associations, and important judicialdecisions make this program a must for lawyers representing or interested in representingfranchisees. This intensive program is open to all franchise lawyers and will focus on a wide rangeof topics including: representing prospective franchisees, including development agreements andwhat may or may not be negotiable; the most significant franchise cases since 2000; the evolutionof franchise agreement terms and provisions; the status of good faith and fair dealing and businessjudgment provisions in franchising; the impact on franchisees of developments in jointemployment, vicarious liability and misclassification; the limits ofreserved franchisor discretion;disputes regarding termination and renewal; the development of the use of sanctions fornoncompliance; representing multi-unit franchisees; financial performance representations;franchisee associations: how to form them, what name to use, creating an agenda, managing therelationship with or dealing with conflict with the franchisor, standing of associations in litigation,and statutory protections for and the consequences of retaliation or harassment of franchiseeassociation members or leaders; the consequences of the form of the franchisor's ownership to theparties' relationship, including private equity and publicly owned companies; supply chaindisclosures, buying cooperatives and contracts; collateral issues that often arise in franchisesystems, including those relating to privacy and ADA; and insurance and indemnification., Speaker, A Sharper Focus on the Shifting Realities for Franchisees in the 2020s, American Bar Association, Forum on Franchising, 2020
ABA Forum on Franchising, Panelist, Structuring the New Franchise Evaluation and Approval Process, 2019
Construction Law Update, Connecticut Bar Association Annual Update 2014, 2008, 2006
Can’t Give It Away: Statutory Prohibitions That Protect Franchisees from Releasing Too Much, Franchise Law Journal, Winter 2010, co-authored with Michael Pepe.
The Continuing Evolution of Franchise Valuation: Expanding Traditional Methods, Franchise Law Journal, Spring 2013, Co-authored with Michael Lynch and Ingrid Festin
Representing the Franchisee, Connecticut Bar Association Annual Meeting, 2012
Transfers of Franchises: Disputes Arising From Assignments, American Bar Association Forum on Franchising, 2013
Litigating on a Shoestring, Solo & Small Firm Breakfast, American Bar Association Forum on Franchising, 2016
So … You May Want to Teach Franchise Law: A Webinar for Anyone Who Has Considered Teaching Franchise Law, (Moderator), American Bar Association Webinar, 2017
International Franchise Association, Legal Symposium, Panelist, Basics Track: Handling Defaults and Terminations, 2018
American Bar Association, Forum on Franchising, Speaker, As My Franchisor Lay Dying: Franchisee and Franchisor Options in a Struggling System, 2017
ABA Webinar, Panelist, If You’re Not Worried About Your Arbitration Clause, You’re Not Paying Attention: Lessons Learned from Recent Case Law, Webinar, 2016
ABA Forum on Franchising, Annual Meeting, New Orleans, LA, Speaker, Who Owns the Goodwill in a Franchise?, 2015
Professional Franchises: The More Things Change, The More They Stay The Same, Franchise Law Journal , Co-Author, Professional Franchises: The More Things Change, The More They Stay The Same, 2019
Strange Weather: California's Amended Franchise Relations Act, AB 525, Franchise Law Journal, a publication of the American Bar Association Forum on Franchising, Spring 2016. This article presents an initial analysis of California's Amended Franchise Relations Act, AB 525, and offers opinion and analysis of four main elements of the new law in a point/counter-point format., Co-Author, Strange Weather: California's Amended Franchise Relations Act, AB 525, 2016
Who Owns the Goodwill in Franchise Relationships?, The Franchise Lawyer, Spring, 2015., Author, Who Owns the Goodwill in Franchise Relationships?, 2015
"Transfers of Franchises: Disputes Arising From Assignments" ABA Forum on Franchising Annual Forum, Orlando, FL, , Speaker, 2013
Authored, Providing Keys to the Courthouse Without Giving Up Full Recovery, published in the Winter 2006, Vol.15 No. 2 edition of Construct!, a publication of the American Bar Association, Section of Litigation, Construction Litigation Committee., Providing Keys to the Courthouse Without Giving Up Full Recovery
Presented as part of a three-member panel during the American Bar Association Forum on the Construction Industry annual meeting on May 18, 2006 in San Diego, California. The topic of the presentation was Material Price Escalation Clauses. An article excerpted by the presenters for publication was published in the Summer 2006 edition of Construct!, a publication of the American Bar Association, Section of Litigation, Construction Litigation Committee, Volume 15, No. 4., Panelist, Material Price Escalation Clauses, ABA Forum On The Construction Industry
Can't Give It Away: Statutory Prohibitions That Protect Franchisees From Releases, Franchise Law Journal (2011). This article examines problems that face franchisors when they seek to include language in the franchise agreement that bargains around statutory protections and prohibitions of releases. The article also features an exhaustive state-by-state survey of statutory provisions concerning releases in franchise and dealership acts. Co-authored with Michael V. Pepe, Esq.

Other Outstanding Achievements:

Martindale-Hubbell AV® Preeminent™ Rating

Industry Groups:

ABA Forum On Franchising
ABA Forum On The Construction Industry

Nicole Liguori Micklich