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 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.

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 — the sequence they will actually follow
• FDD vs franchise agreement — why the exhibit is the engagement
• What it costs to open — Item 7 as the accountant’s starting table
• Financing overview — lenders sit beside these two, not instead of them
• Comparison worksheet — the shared artifact