# Attorney and accountant This page is a desk allocation, not legal, tax or investment advice. A franchise attorney reads the FDD and the agreements as counsel. An accountant familiar with restaurants builds a model from the same paper. The buyer still has to decide. The [FTC buyer guide](https://www.ftc.gov/business-guidance/resources/consumers-guide-buying-franchise) says to get professional help before signing; it does not say the professional is optional on a "simple" food concept. Hire both before the fourteen-day window is the only time left. Discovery day is a poor first introduction to your lawyer. ## Who owns which Items | Item | Primary reader | What they are looking for | | --- | --- | --- | | 1 | Both | Legal franchisor, parents, affiliates, which entity you will actually contract with | | 2 | Attorney | Whether the named principals have run this kind of system; gaps in the five-year history | | 3 | Attorney | Pending and material litigation, franchisor-initiated cases against franchisees, pattern vs one-off | | 4 | Attorney | Bankruptcy of the franchisor, affiliates or named principals | | 5 | Accountant, then attorney | Amounts, payees, refundability; whether a development fee is extra | | 6 | Accountant and attorney together | Bases, timing, caps, "then-current," default interest, audit | | 7 | Accountant | Range, format footnotes, additional-funds period, what is excluded | | 8 | Both | Required purchases, franchisor mark-up, cooperatives, what you cannot buy locally | | 9 | Attorney | Cross-reference table of franchisee obligations | | 10 | Attorney and accountant | Whether the franchisor offers financing, and on what terms — still not a reason to skip a lender | | 11 | Both | Promised assistance vs "may," training attendance, computer systems, manuals | | 12 | Attorney | Protected area, reserved rights, delivery, captive venues, conditions | | 13–14 | Attorney | Marks, patents, what happens if a mark is lost | | 15 | Attorney | Owner-operator vs manager requirements, personal participation | | 16 | Both | Menu and supplier constraints that affect the P&L | | 17 | Attorney | Term, renewal, termination, transfer, non-compete, venue | | 18 | Attorney | Public-figure arrangements, if any | | 19 | Accountant, with attorney on the caveats | Population, metric, period, exclusions; whether a sales conversation matches the Item | | 20 | Both | Movement tables; contact lists for the buyer's call program | | 21 | Accountant, then attorney | Franchisor vs parent statements, going-concern language, guarantees | | 22 | Attorney | Every contract you will be asked to sign | | 23 | Attorney | Receipt, version control, waiting-period file | The split is a starting assignment, not a wall. An accountant who ignores Item 17's remodel-on-renewal will understate cash. An attorney who ignores Item 7's additional-funds footnote will not know how thin the opening cash really is. ## What "franchise attorney" means in practice Restaurant experience is useful. Franchise-agreement experience is the actual requirement. A general-practice lawyer who has reviewed a commercial lease is not automatically equipped for then-current renewal, integration clauses, or registration-state addenda. Counsel's working file should include: the delivered FDD and every amendment; the Item 22 exhibits; a redline of the signature draft against those exhibits; state addenda; the waiting-period diary; and a written list of issues that are business decisions rather than legal defects. Uncapped brand-fund increases are often the former. A venue clause that sends every dispute to a distant state is often the latter. GDK's FDD issued 3 September 2024 notes that royalty and brand fund may be raised annually with no cap. That is a modeling and negotiation problem as much as a contract-reading problem. Wienerschnitzel's May 2024 comparative record — no right of renewal, no right to sell, twenty-year term, no protected area — is a counsel problem before it is a lender problem. Ask counsel to put mismatches in a table, not a narrative memo that buries the row. Item 17 said X; section 16.2 says Y. The Great Greek Mediterranean Grill's thirty-five-year term (FDD issued 17 August 2023) is easy to cheer in a meeting and hard to live with if the then-current agreement on renewal is a different animal. Capriotti's May 2024 comparative record states no protected area; if the sales map implied one, that is a counsel letter to the seller, not a vibe. ## What the accountant actually builds Not a pitch deck. A sources-and-uses for opening, a monthly cash forecast through the additional-funds period and beyond, and a fee schedule that keeps percentages, fixed dollars and event-driven charges on separate lines. Worked inputs from this set, each tied to its source: - GDK additional funds $15,000–$20,000 for about three months, inside a $690,500–$1,123,000 Item 7, FDD issued 3 September 2024. Three months of a 1,200–1,400 square-foot restaurant at that total is a thin working-capital line. The accountant should say so. - Shah's Halal additional funds $10,000–$30,000 for three months, FDD issued 10 April 2024, with the high column of line items summing to $410,000 against a printed $405,000 total. The model should not "fix" the filing's arithmetic. - Great Greek additional funds $35,000–$75,000 for zero to six months, FDD issued 17 August 2023. Longer window, larger number, still not a salary for the owner unless the footnote says so. - Mad for Chicken operating expenses / additional funds $51,375–$162,000 for three months, FDD issued 3 May 2024, for a 2,000–4,000 square-foot full restaurant. Different box, different cash. - 375° Chicken 'n Fries $30,000–$60,000 for three months, FDD issued 30 April 2024, 800–1,500 square feet. None of those lines includes a buyer-chosen contingency unless the accountant adds one on a separate row labeled as the buyer's. Item 7 is an estimate, not a bid. If Item 19 is empty — Shah's and The Halal Guys in the 2024 sources — the accountant still builds a model, from local rents, labor, and a sales hypothesis the buyer owns. That hypothesis is not a franchisor representation. If Item 19 is a subset, the model starts at the represented population, not at the best shop on discovery day. ## How the two rooms talk Send both professionals the same PDF. Do not give the accountant a broker summary and the attorney the FDD. Schedule a joint call after each has read, with the comparison worksheet in the middle. The useful output is a short list: deal-breakers, negotiable points, and assumptions the buyer is taking with eyes open. bluTaco's May 2024 comparative record discloses no initial fee, no royalty rate, no required local advertising, and a term that runs until either party terminates. That is not "simpler paperwork." It is a different risk allocation. Counsel and the accountant should both be in the room before anyone treats the absence of a royalty line as a bargain.
Engagement hygiene - Retain counsel and an accountant in writing before treating a signature date as real. - Send the delivered FDD, not a portal reprint of an older year. - Ask for a clause-trace of Item 17 and a sources-and-uses of Item 7, not a general "looks fine." - Keep their invoices in the opening budget; professional fees are already a line in several Item 7 tables in this set. - Do not ask either professional to bless a sales-deck margin that is not in Item 19. - This publication is not a substitute for that work.
Shah's Item 7 includes legal and accounting at $3,000–$6,000 (FDD issued 10 April 2024). GDK lists professional fees at $10,000–$15,000 (FDD issued 3 September 2024). 375° Chicken 'n Fries lists $2,000–$5,000 (FDD issued 30 April 2024). Those ranges are estimates for opening professionals, not a cap on what a careful reading of a development agreement costs. ## Related reading - [How to read an FDD](/how-to-read-an-fdd/) — the sequence they will actually follow - [FDD vs franchise agreement](/fdd-vs-franchise-agreement/) — why the exhibit is the engagement - [What it costs to open](/what-it-costs/) — Item 7 as the accountant's starting table - [Financing overview](/financing-overview/) — lenders sit beside these two, not instead of them - [Comparison worksheet](/comparison-worksheet/) — the shared artifact --- HTML: https://qsrfieldguide.com/attorney-and-accountant/