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Andraya Frith - Franchise Lawyer

Andraya Frith

Partner, Franchise & Retail

Chair: Franchise

Key Contact: Retail

Key Contact: Franchise


Contact Information

afrith@osler.com

tel: 416.862.4718

Office

Toronto

Bar Admission

Ontario, 1998

Education
  • University of Toronto, LL.B.
  • University of Ottawa, B.Soc.Sc. (Economics)
Language(s)
English

Andraya is Chair of Osler’s National Franchise and Distribution Practice Group, one of the most frequently recommended law firms for franchise law in Canada. She is also Co-Lead of Osler’s Retail Practice Group.  She practises business law with an emphasis on franchising, distribution, privacy, and e-commerce law. Andraya has extensive experience advising Canadian and International franchisors of all sizes operating in a broad range of industries, including quick service restaurants, retail, pharmacy, automotive, real estate and hospitality.  She counsels franchisors on structuring international and domestic franchise transactions and preparing “best in class” franchise agreements and franchise disclosure documents for use in Canada’s increasingly complex franchise regulatory environment. Andraya has developed particular expertise on advising foreign franchisors and retailers expanding their operations to Canada. She helps them manoeuvre through significant judicial, statutory and cultural differences between their home states and Canada to help ensure a smooth and successful entry into the Canadian market. She also regularly advises franchisors, retailers and on-line businesses on Canadian distribution and trade practice law, including privacy, anti-spam, consumer protection, Internet sales, advertising, and telemarketing. 

    • Target in connection with the wind-down of its Canadian operations, including its franchised pharmacy operations under the Companies’ Creditors Arrangement Act.
    • Tim Hortons in connection with its $13 billion acquisition by an affiliate of Burger King Corporation.
    • General Motors of Canada Limited in its successful out of court restructuring and General Motors Corporation in connection with its successful sale of substantially all of its assets to General Motors Company under section 363 of Chapter 11 of the U.S. Bankruptcy Code.
    • Developed customized franchise agreement and ancillary agreements for use by start-up franchisors.
    • Created and regularly update national franchise disclosure documents for use across Canada in both regulated and unregulated provinces.
    • Advised franchisors in connection with newly formed Franchisee Associations.
    • Assisted US franchisors entering Canadian market with area developer and master franchise programs, as well as direct franchising model.
    • Assisted Canadian franchisors on rollout of franchise programs into the US and internationally.
    • Acted on public offering of securities, income trust and royalty trust offerings involving franchisors, including Pizza Pizza and Second Cup.
    • Adapted consumer agreements for compliance with consumer protection laws, including Internet sales, gift cards, telemarketing, consumer credit disclosure, leasing, rent-to-own, prepaid services, direct sales, matchmaking services, and weight loss and fitness centres.
    • Developed privacy policies and website terms and conditions for national franchisors, retailers and on-line businesses.

  • The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada, 2014-2017: recognized in the area of Franchising Law.
  • The Canadian Legal Lexpert Directory, 2016-2017, Most Frequently Recommended in the area of Franchising Law - Franchisor.
  • Chambers Global: The World's Leading Lawyers for Business, 2017, recognized in the area of Franchising (Global-Wide).
  • Chambers Canada: Canada’s Leading Lawyers for Business, 2016-2017, Band 1, recognized in the area of Franchising.
    • Sources commend her experience in corporate transactions, praising her "listening skills, relationship building, strategic thinking, and ability to simplify information for various audiences."
  • The Best Lawyers in Canada, 2017, recognized as a “Lawyer of the Year” in the area of Franchise Law.
  • The Best Lawyers in Canada, 2015-2017, recognized in the area of Franchise Law.
  • Who’s Who Legal: Canada, 2014-2017, recognized in the area of Franchise.
    • noted for her “know-how and skill” and “excellent reputation”
  • The International Who's Who of Franchise Lawyers
  • Lexpert’s Top 40 Under 40 Awards (2009)

  • Canadian Franchise Guide (2nd ed) (Carswell), Co-Managing Editor
  • OBA Franchise Law Section, Executive Committee, Continuing Legal Education Liaison
  • ABA Forum on Franchising, Publications Committee, Member (2016-2020)
  • ABA Franchise Section Women’s Caucus, Governing Committee, Member (2012-2013)
  • CFA Franchise Law Day 2012, Co-Chair
  • CFA Law Day Planning Committee (2011-2017)
  • IFA Legal Symposium Task Force (2017-2018, 2009-2010), Member

  • Ontario Bar Association, Franchise Law Section, Continuing Legal Education Liaison
  • Canadian Franchise Association
  • Canadian Bar Association
  • American Bar Association, Forum on Franchising
  • International Franchise Association

  • That’s My List! Who Owns Customer Data in Franchise Systems?, IFA Legal Symposium 2013 (Speaker)
  • Fundamentals of International Franchising: Laws and Issues Affecting U.S. Brands Expanding Abroad, ABA Forum on Franchising 2013 (Speaker)
  • Wishart 101: The Fundamentals of Ontario Franchise Law, Ontario Bar Association’s Institute 2013, February 8, 2013 (Program Co-Chair)
  • Bridging Business and the Law, Canadian Franchise Association Franchise Law Day, February 2, 2012 (Co-Chair)
  • The Increasing Difficulty of Preparing and Using Disclosure Documents, OBA 11th Annual Franchise Law Conference, November 2, 2011 (Moderator)
  • To Err is Human: Remedying Mistakes in the Pre-Sale Disclosure Process, International Franchise Association 2011 Legal Symposium, February 2011 (Speaker)
  • What is Franchising and Why Should You Care?, Franchise Law Primer: A Practical Roadmap, OBA Institute 2011, February 3, 2011 (Speaker)
  • Ontario’s Franchise Legislation – The First Decade and Beyond, ABA Franchise Law Journal, Fall 2009 (co-authored with F. Zaid and J. Dolman)
  • Territory, Exclusivity and Encroachment:  Thinking Ahead of the Curve and Dealing with the Fallout, ABA 2009 Forum on Franchising (Speaker)
  • It’s Not All About the Wishart Act:  Consumer Protection Laws Relevant to Franchising, Canadian Franchise Association 2009 Legal Symposium (Speaker)
  • Business and Legal Issues Raised by Franchise Transfers: The View from Inside and Out, International Franchise Association 2008 Legal Symposium (Speaker)
  • Ontario’s Franchise Legislation – What Have We Learned?, ABA Franchise Law Journal, Winter 2007 (co-authored with J. Dolman)