Andraya Frith - Franchise Lawyer

Andraya Frith

Partner, Franchise & Retail

Chair: Franchise

Key Contact: Distribution and Supply Chain Services

Key Contact: Retail and Consumer Products

Contact Information

tel: 416.862.4718



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 and an elected member of the Firm’s Partnership Board.

She is also Co-Lead of Osler’s Retail Practice Group and Co-Founder of Osler Dash, a platform that automates the franchise disclosure and contracting process. She practices commercial law with an emphasis on retail, franchising, consumer protection, supply chain, distribution, and e-commerce law.  With over 25 years of experience, Andraya is a trusted advisor to Canadian and International franchisors, retailers and consumer-facing businesses of all sizes operating in a broad range of industries, including quick service restaurants, consumer goods, financial services, consumer and commercial lending and leasing, food and grocery, pharmacy, oil and gasoline, automotive, car rental, 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 maneuver 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 marketing, distribution and trade practice law, including privacy, anti-spam, consumer protection, consumer lending and leasing, Internet sales, advertising, and telemarketing.

Andraya is routinely recognized by numerous industry publications including Chambers Canada: Canada’s Leading Lawyers for Business, in Franchising (Band 1) and Retail where one participant was quoted as stating, "She is off the scale effective at communication, and it almost goes without saying that she is a subject matter expert." Further she is recognized by Lexpert, Best Lawyers and The Franchise times in Franchise.

  • Regis Corporation

    Regis Corporation in connection with its sale and subsequent franchise of substantially all of its mall-based salons in Canada.

    • 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 consumer agreements and policies for compliance with consumer protection laws, including Internet sales, gift cards, telemarketing, consumer credit disclosure, consumer credit and leasing, rent-to-own, high cost of credit, 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
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  • Chambers Canada: Canada’s Leading Lawyers for Business: Recognized in Franchising (Band 1) and Retail
  • Chambers Global: The World's Leading Lawyers for Business: Recognized in Franchising (Global-Wide)
    • One client enthused: "She is off the scale effective at communication, and it almost goes without saying that she is a subject matter expert."
    • One client noted: "She has a keen ability to thoughtfully approach legal and business issues to find a solution that meets the needs of all stakeholders." She is further noted for her expertise in contentious matters and the sale of franchised outlets.
  • The Canadian Legal Lexpert Directory: Recognized in Franchise Law - Franchisor
  • The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada: Recognized in Franchising Law
  • Best Lawyers in Canada: Recognized in Franchise Law; "Lawyer of the Year", Franchise Law
  • Who’s Who Legal: Recognized in Franchise Law (International); Franchise Law (Canada)
    • “…noted for her “know-how and skill” and “excellent reputation.”"
  • Franchise Times: Recognized in Franchise Times Legal Eagle: Franchise Law
  • Thomson Reuters: "Stand-out Lawyer"

  • Canadian Franchise Guide (2nd ed) (Carswell), Co-Managing Editor
  • OBA Franchise Law Section, Executive Committee, Continuing Legal Education Liaison (2013-2019)
  • ABA Forum on Franchising, Publications Committee, Member (2016-2020)
  • ABA Franchise Section Women’s Caucus, Governing Committee, Member (2020-2021, 2012-2013)
  • CFA Legal & Legislative Committee, Vice-Chair (2019-2021)
  • CFA Franchise Law Day 2012, Co-Chair
  • CFA Law Day Planning Committee (2011-2017)
  • IFA Legal Symposium Task Force (2020-2021, 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

  • Quoted in Franchise law changes positive, but still more clarity needed, says lawyer, Law Times, September 23, 2020
  • 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)

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