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Log In / Register | Mar 18, 2010

Francorp Attorneys Walk Out over Illegal Practice of Law

OLYMPIA FIELDS, Ill. (BlueMauMau) - According to undisclosed sources, two of three Francorp attorneys have resigned from their positions, leaving a gaping hole in the legal division of franchising’s most renowned, yet controversial, consulting firm. Frank Johns and Layne Marino are now practicing law in Illinois under the banner of Johns Marino LLP. The two attorneys submitted their letters of resignation at the end of August, detailing specific reasons why they left, namely over issues related to the "unauthorized practice of law."  Now, BlueMauMau has anonymously obtained copies of the two resignation letters, which we learned, were circulated among certain of Francorp’s employees.

The resignations come on the heels of reports on Blue MauMau and Franchise Times magazine, stating that Donald Boroian's Francorp had been sued by a client's franchisees when it crossed the boundaries of being a "consulting firm" by stepping into the arena of "practicing law."  The lawsuit, scheduled for trial in October, was filed against South Beach Franchising, Boroian and Francorp, alleging that they not only made misrepresentations when selling franchises to prospects, but also that Francorp participated in the unauthorized practice of law in providing legal advice to his client, when neither Boroian nor Francorp was admitted to practice law in any jurisdiction. 

Letters Point to Francorp's Disrespect for Attorneys and Law

One letter states, "At Francorp, I have been placed and continue to be placed in positions that question the oath I have pledged as an attorney to uphold. I am concerned that attorneys and Compliance Administrators are asked on a daily basis to engage in what could be interpreted as the unauthorized practice of law." It further proclaims, "Due to the company's blatant disrespect for the Law, the attorneys at Francorp and for the hard earned law licenses of its attorneys, I have been left with no recourse but to submit my resignation."

The other letter expresses basically the same apprehensions. "I am concerned that the Management asks its attorneys to work on project that no corporate legal department is legally allowed to do, and which only a law firm can provide." It gives as an example that attorneys are asked to draft various legal contracts for clients. 

Both letters convey further concerns with non-attorneys managing the attorneys or directing their caseload. One states, "I have witnessed and have expressed concerns that the attorneys in the Legal Department are exposed because they must rely on the work of others inside Francorp that are frequently inaccurate."

But it exposes other problems saying that Francorp seeks the advice of its attorneys only for inconsequential matters, such as handling traffic tickets for the president, handling the personal affairs of management, or assisting in establishing private charitable foundations for CEO Donald Boroian.

In the letter, one attorney expressed concern that the job at Francorp required the attorney to perform functions the attorney feared might involve breaking Illinois laws and the laws of different states, or contravening the ethical oath the attorney had pledged to uphold.  

In both letters the attorneys claimed they related their concerns to Francorp management with no results.  As a final example, one attorney wrote that a vice president had created the Francorp 1 blog and to give it more credibility he copied material from the International Franchise Association website concerning their attorneys and the development of the new franchise disclosure regulations. In the letter, the attorney rebuked the vice president's changing of "IFA Attorneys" to "Francorp Attorneys," by stating, "Such utter disrespect and ignorance affects all of the attorneys as well as Francorp. As an attorney I am not respected and what is even more pathetic is that as an employee I am not respected."

Johns and Marino have declined to make comment for this article.

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Staff Resignation Letter, MAY THE TRUTH BE TOLD by Guest
I have just obtained a resignation letter from another Francorp staff. May the TRUTH BE TOLD.... I am going to start with the hard part first. I am not returning to Francorp. Please send my two checks that I am behind to my home address by May 15th. This has been a very difficult decision for me in all regards!! When I first hired on at Francorp I truly believed I had found the job I will have for as long as you would have me! I whole heartedly believe in the work that all of the wonderful people there do. I can't think of one person that doesn't try their personal best to be the best for Francorp....up until we started not getting our paychecks for the third month in a row and some of us havent gotten up to 4 paychecks deciding on where on the list they fell in priority. We all understood that the economy was hit hard and that we would all have to rally together and help each other to get through! I believed that so did most of the people still there. We believed that we ALL were in the same boat! Not until recently did we ALL learned that is not the truth. I like so many of us have had to borrow money to make rent or mortagage and to pay the gosh darn electric bill so we didn't have it shut off!! A daily stress I believe has taken a toll on my relationship with my family, with my significant other and has trashed my credit standing with my apartment complex. I realize now that it has taken a physical toll on me as well. We all know that checks have been going to Judy Jones instead of the people who work 9 or 10 hours a day in our office with no pay. We all know that Don you have been wining and dining your girlfriend Rose and golfing down in Florida while I and so many others are not sleeping because I can't figure out how I am going to buy groceries for my house!!!! I know it is not just me to think that this kind of behavior is down right immoral!!! Jesus Christ himself has decreed! "Do unto others as you would have others do unto you!!! On Tuesday when Theresa gave her notice I literally got sick to my stomach! I thought " Oh my gosh they are going to turn all of this over to me" When Don and you called me into his office I thought what the heck am I going to do! I think i spent the rest of the day in total SHOCK!! I don't really remember a lot of the things we talked about just this sick sinking feeling I had inside about the future of Francorp. I heard you Don yelling at Linda last week through your door! "I don't care where you have to get it Linda I want $5000 on my credit card at all times I don't care about payroll I don't care about vendors I don't care what you have to do , sell drugs, rob a bank, get that money on my credit card and keep a balance of $5000 at all times do you understand me Linda!!!" That was the turning point for me "I don't care about payroll?". I thought we all were supposed to be doing this together? I realized that you Don really don't care about any of us employees getting our checks you just see a bunch of idiots stupid enough to let you get away with it so why not keep doing it right??? This is abusive Don!!! All of the nice things that you have done could never ever make up for all of the deceitful behavior now and the hurt you are intentionally inflicting on great, dedicated,faithful,true,hardworking people!!! I was even thinking that maybe I would be one of those on tuesday after talking with Pat because I believe that Pat really does have his heart in the right place for the most part. I know for a fact that Pat has tried to fight on behalf of us employees pay to only be told "This is a dictatorship, this is my company, there will be no more discussion!" When I came out of Pat's office I was told by a number of employees that i should know the truth about how much you care about our pay! That you have taken Francorp money and paid for next years Blackhawk season!!!!!!!!!!!! How much Don $7,000? How many paychecks is that? Then you purchased Playoff tickets $12,000 first round and on May 4th you had to pay another $ 14,000 for the secound round playoffs!!! DO THE PEOPLE IN THOSE SEATS REALIZE THEY ARE HAVING FUN ON THE BACKS OF US YOUR EMPLOYEES??????? I have met Rose and I think she is a smart and very nice lady does she know that her family and friends are enjoying themselves on US?? Does she know that all of the money is our pay? That was the straw for me I cannot work for man that puts himself and his extravigant first class spoiled needs above the simple needs of someone needing to put a roof over their childs head and food in their mouth. There is this thing I am a big believer in and that is Karma! I have had so many people ask me why I won't report you to the labor board? If I do not receive my last two paychecks by May 15th you will be forcing me to file with the labor board however, I believe that no one can set things right better than God himself and I know that everything that has happen to us is recorded with God and someday that bill will come due and you won't be able to use your employees or your family to pay that bill you will have to face him yourself and explain!!!
Francorp website by Guest
Francorp has some new twists on their website. I guess the web developpers made the cut in terms of getting paid instead of the employees. Don....another payday is a week away. Will you have the scratch or will the hole just get deeper and deeper?
Francorp Has a Great System by Dizzle

No one can dispute Francorp's recent client success rate. Company's like Monster Mini Golf, Advanced Maintenance, Beadniks, European Wax Centers are all selling franchises and going off of the customized program that Francorp created for them.

Re: Francorp Has a Great System by hag
I don't get it, when was francorps prowess ever truly a question? Cracker jack consultants can play with blogs all day, but Francorp is and always will be the best in the business.
Dizzle may rhyme with sizzle, but the resemblance stops there by RichardSolomon
RichardSolomon's picture

But you did manage to point out that FranCrap is putting out FranWhack after FranWhack, that will sell idiot franchise "concepts" to the ignorant.

Although you certainly did not intend to help the detractors of FranCrap make our points, we owe you thanks for identifying the crap list of this week.


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Take a Hike by Clown Killer

Richard, you wouldn't even be able to afford any of the afore mentioned franchises that you bashed and you wouldn't be able to operate them because it takes physical activity to do so. Its obvious that poor nutrition and excessive amounts of inactivity (blogging) was the result of the flab of neck fat you so prominently display in your photo. My recommendations: 1. Redo Your Terrible Website. 2. Next time you feel the need to bash a legitmate franchised business, reach for a carrot instead. It will be your first step to being physically able to take steps.

Francorp Recommendations by michael webster
michael webster's picture

Alright, you recommend the following franchise systems: Monster Mini Golf, Advanced Maintenance, Beadniks, European Wax Centers because they are following the Francorp plan.

You suggest that Richard is wrong to designate these as Franwhacks, merely because they are Francorp projects.

Well, lets take a look at Monster Mini Golf.

1. 9 Franchisees at the end of 2007,

2. 8% royalty from these 9 brought in about $225k.

Geez, looks like good grounds for Franwhacking to me.

But perhaps our k clown has a different theory.


Michael Webster, a franchisee attorney in Toronto, Ontario, publishes a website on business opportunities and franchises called "The BizOp News"


Francorp is a SCAM!! by Guest

Please do not use Francorp to design your Disclosure Documet.  They are NOT a licensed attorney and can draft only a generic copy of this document.  The amount of money you dish out to these scam artists you could have used to have a LICENSED attorney draw up a document to suit your concept.  If you do not mind always hearing "CONSULT YOUR ATTORNEY" and then paying them to correct Francorp's document go ahead and waste your money.

Not just a licensed attorney by Ray Borradale
Ray Borradale's picture

Franchisors should only rely on franchising experts.  We currently have a franchisor in deep poo because his local lawyer set him up with documentation that was portrayed to him as representing his business contracts as licence agreements.  Even the regulator 'noticed' it was a franchise.   Proper documentation for a franchise protects the franchisor and in a perfect world that documentation protects the investments of all parties.

A specialist lawyer will not only look at legal obligations but the needs of the specific franchise and in the States and I imagine in other countries any other relevant state requirements relating to a number of other legal obligations that would otherwise leave the franchisor [and therefore the 'brand'] vulnerable should they be neglected.

Or they can go online and buy the lot for $100 and we can read about them at BMM when it turns to poo.

Australian Franchise Opportunities, a common sense approach to franchising
Sorry, Mike. These aren't FranWhacks because they come from by RichardSolomon
RichardSolomon's picture

FranCrap. They are FranWhacks on their own merits.


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Ungrateful Francorp Employees by Millionaire Ric...
Millionaire Richard Quick Esq's picture

Bobby Hull. Stan Mikita. Phil Esposito. Don Boroian. Bobby Orr.

Great men who gave freely of themselves to entertain, inspire and enrich the lives of others. Some gave of themselves in the form of teeth and use of proper grammar, while others, such as Don, gave financially and spiritually. And, like all great men, they had to endure the criticism of lesser people who insist on twisting everything good into something evil.

These are the people who maliciously call benefits such as Francorp's "Deferred Compensation Plans" and "Christmas Club" savings plans "missed paychecks."

These are the people who max out their own credit cards at Sam's Club, then criticize Don for responsibly maintaining a healthy balance on his own.

These same people will never acknowledge nor thank their employer for such perks as free parking, unlimited coffee and stirrers, and use of heat, air conditioning and electricity even on weekends.

Does it ever occur to them that maitre d's have families to support too? That caddies have bills to pay, as do doormen, hostesses, hockey skate sharpeners, and Mercedes salesmen?

Everyone loves to pay lip service to stimulating the economy, but when someone takes bold action he gets criticized for it. And sometimes jailed.

And perhaps no one has done more for the wayward and overlooked franchisor than the company that franchised McDonald's. When others laughed at such concepts as Pancakes A'Plenty, Squid-On-A-Stik and Mr. Colon, the big Mexican door at FCI was always open. Now that they've all won AAFD awards, no one's laughing anymore.

See you on the veranda!

Millionaire Richard Quick, Esq.

Website:  FranWorst.com
Francorp, Francorp, Francorp, Francorp by Guest
Don, are you already paid up for the next round of the NHL playoffs? If not, prospective franchisors beware. Don and his gang will put a serious hammer lock on you as soon as you reach the third floor at 20200 Governors Drive to squeeze any cash you have so they can franchise the next big thing. Thos funds, of course, will not go to employees, many of whom have not been paid in months, but directly to the Chicago Blackhawks. Enjoy the Conference Finals. Don't sweat all of those employees fleeing the firm while you are at the United Center. I am sure you will be able to recruit some suckers to fill their warm cubicles very soon.
Francorp.....mass exodus by Guest
Hey Don. How was the Hawks game last night? Tough loss, huh? Probably not as tough as the loss of a quarter of your staff because they have not been paid in months, but tough none the less. Hopefully you did not ring up all $5K available on your credit card at the game. I have a feeling the Illinois labor board is going to be VERY busy fielding claims from the many Francorp employees that have not been paid.
More Staff leaving by Guest
There has been several key staff members that have given thier two week notices this week. 4 in total, too bad Don wasn't one of them!
Dons Meeting by Guest
Don had a meeting today to make sure everyone was loyal to his company. What part of loyal does Don not understand? He isn't loyal to his own company. He spend money like it's all his. He will spend money on hawks tickets prior to paying his staff. He mentioned that he understands everyones financial situation, does he. If he did how can he give himself a pay increase. Pat is no better, he told staff that they should go get a part time job and stop asking when they are getting paid. There is no money in the accounts, no one is getting paid. But rest assured Don will be at every Black Hawk game, driven there by the compnay driver, charging food and drinks on the compnay credit card while he askes his staff to find part time jobs!
Francorp saga by Guest
Although I have no doubt that Pat Callaway, Francorp president referenced above, is owed tens of thousands of dollars as well, the fact that he has had a base salary of $200K for nearly two years has probably allowed him to save for the rainy day that is now here in the form of the firm's continued missed payrolls. However, I am not surprised that Pat suggested staff get a part time job. Mr. Sensitivity he is not. The big question is whether Pat is actually employable in the event the firm folds. He has put forth minimal effort for years while raking in a huge salary. That will definitely not happen outside of Francorp when his boss is not his grandfather.
President Pat by Guest
It will be a very rough road for Pat. He is not too bright that guy, I have heard him ask some things in consultations and on conference calls that a 6 year old wouldn't ask.
Re: President Pat by Guest
Pat is a winner, he is dumber than a box of rocks and he has serious ADD issues he cannot finish anything that he starts. While I was working there the number of times that he actually follows through on something was almost zero. He had such an ego and was always telling you what you needed to do to be successful in life. The next minute he would call you into his office and yell at you for a half hour about something and asking you why you made that decision, and you would answer, because you told me to Pat. Then he would apologize and just move on like nothing happened. He couldn't remember what he said and did like 5 minutes ago. He loved to play the big executive part though, but nobody had any respect for him at Francorp. He reminds me of a car salesman, you see right through him immediately, but you are forced to deal with him. I had a client once who asked me if he was related to the chairman, Don. I said it's his grandson and he replied that makes sense because the client had Esq after his name and when Pat got on the phone with him, Pat asked if he had another last name becaue he had only spelled out part of it.He really is that dumb.
Francorp by Guest
The Don the owner of Francorp has decided to give himself a 50% raise in pay to bring himself to $400.000.00 per year. This all happens when his entire staff is months behind in pay. How can this happen? Don is also giving out bonus money to convicts he spent time in prison with. It seems thoses convicts get paid and are not behind in pay at all. Don also is paying his girlfriends so called bonus money for doing nothing, while the rest of his staff is not paid. Don is a Blackhawk fan, too bad for his staff, your pay went to the Chicago Blackhawks. He made sure he paid for 6 playoff season tickets while his staff went unpaid.
Blue Maumau is "going green" by Guest
Blue Maumau is "going green!" Green with envy...
Damage Control by Guest
Rumor has it that Richard Quick has been spotted coming out of the Country Club and getting into the Francorp limo with Don. Has he been hired by Francorp for Damage Control? Rich is this true?
Where to start.... by Guest
This report is absolutely rich. Another solid effort by Ms. Sparks to further highlight Don Boroian and his morally and legally challenged ways. I think my favorite part of the report is the fact that Francorp management used the in house counsel for personal matters such as traffic tickets and setting up personal foundations. Boroian has used his staff of attorneys for his personal real estate dealings as well as many ither personal matters. I am sure when Francorp clients called the firm's project manager to complain and get answers as to why their respective projects were stuck in legal (a historic bottleneck in the Francorp production process), the client's were not told "Sorry, your legal documents have yet to be drafted because the attorney on your project is busy fixing a speeding ticket for the lead footed President of the firm." I think it is only a matter of time before attorney number three flees the firm as well.
Sparks & Bororian by Paul Steinberg
Paul Steinberg's picture

'Guest' writes: Another solid effort by Ms. Sparks to further highlight Don Boroian and his morally and legally challenged ways.

Bororian has a very high profile in franchising, and as Nick Bibby points out , Bororian is one of the industry's colorful figures. Like the Weeble of old , Bororian may wobble but he bounces right back.

I don't see this as the reporter out to "highlight" and make moral judgments; rather it is a valid news story discussing someone of interest to the target demographic of the media outlet. There is a vast gulf between the two.

Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400


Paul Steinberg, Franchisee Attorney, New York City, Ph: 212-529-5400
Dreaming of High Court Drama by Darnelle White
Darnelle White's picture

"I think my favorite part of the report is the fact that Francorp management used the in house counsel for personal matters such as traffic tickets and setting up personal foundations." - Guest

I suspect in-house counsel are not infrequently used to resolve personal legal matters of the CEO and founder, especially if they are an ex-con with a lot of personal matters to resolve.

It may be humiliating for a lawyer who dreams of more, but such mundane filial work is part of the experience of a small company and part of the perks of being the founder of a company who pays the check.

Think of it as building character.

Francorp's Duck by Guest
Paul, You are arguing semantics. Whatever you call it, there have been enough stories over the years like this one to raise doubts about the legitimacy of this company's operations. It is besides the point that Boroian will "weeble" or "bounce" back. You are way too forgiving and indulgent of this particular bad seed. The old cliche holds in Boroian's case, if it walks like a duck, talks like, then it is a duck.
Was making other point by Paul Steinberg
Paul Steinberg's picture

I was actually addressing the issue of Sparks' motivation in writing the piece.

As to "unauthorized practice of law" there is a huge self-interest issue on the part of bar associations and a fair amount of illogic in UPL regulations.

My beef with Boroian (and other alleged UPL violators) is not the drafting of documents but the incompetent drafting of documents.

As Richard Solomon pointed out, if Joe Attorney prepares a legal document, he is violating the UPL statutes if he prepares it as an employee of "FranchiseConsult Corp." Yet if he moves into a broom closet down the hall and puts up a velcro sign "Joe Attorney P.C." all of a sudden that same legal document is kosher.

As to the Francorp decision , the flaw in the court's reasoning is the premise that the mere posession of a parchment written in Latin ipso facto qualifies one to draft specialized contracts. So someone like Nick Bibby or Michael Seid could not draft such documents because they lack "specialized training" but a 23 year-old graduate from the bottom of the class at the worst law school in the country is deemed --as a matter of law-- to have such "specialized training."

Indeed one of the problems with Boroian seems to be his unwillingness to hire qualified people. But let us be clear here: if his in-house attorney had moved down the hallway and become a solo, there would be no UPL violation.

Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400


Paul Steinberg, Franchisee Attorney, New York City, Ph: 212-529-5400
Being An Expert Is Not Reason To Practice Law by Guest
I think you overstate the bar associations' position on what a licensed attorney is qualified to do. I think most bar associations would agree that it is one thing for a person to qualify into a profession, but quite another to say that that qualification alone gives the person "specialized" knowledge. That's part of the reason why lawyers are required to carry malpractice insurance. You may have have a quarrel with the rules of the legal profession, but, on net, they have served the profession well. Lord knows I have my own quarrel. One of mine is the elitism within the legal profession to presume that a lawyer is qualified because he or she went to some tony law school while dismissing someone's qualification, as you did, for going to what some consider "the worst law school." It is no surprise to say I have met incompetent ninnies from both. Regardless, if franchise experts want to draft frachise agreements, all they have to do is go to law school and pass a bar exam. Thank god for the bar associations' self interest, or else, Boroian would legally be drafting franchise agreements by himself.
Specialized Knowledge by michael webster
michael webster's picture

Guest writes: "I think you overstate the bar associations' position on what a licensed attorney is qualified to do.

I think most bar associations would agree that it is one thing for a person to qualify into a profession, but quite another to say that that qualification alone gives the person "specialized" knowledge." 

Guest is right here, Paul.

The license is a necessary, but not sufficient condition. 

Michael Webster PhD LLB
Franchise News


Michael Webster, a franchisee attorney in Toronto, Ontario, publishes a website on business opportunities and franchises called "The BizOp News"


Qualified vs. Permitted by Paul Steinberg
Paul Steinberg's picture

I should point out that when we speak of "bar associations" we may be speaking of mandatory groups which may regulate professional conduct or voluntary groups (as in my state) which do not regulate behavior by means of state-backed discipline. Many attorneys question the need for a mandatory bar , but that is a topic in itself. (It is, however, linked with the issue of access to legal assistance--i.e., affordability)

The issue with unauthorized practice of law ("UPL") is not whether someone is qualified to do a particular task, it is whether they are lawfully permitted to do so.

In Francorp decision, the court was referring to the "lawfully permitted" aspect, and the court did not distinguish between competence among attorneys, it distinguished between attorneys and laypeople as classes.

I have seen people at the top of their classes at low-ranked law schools who are very very good. But I specifically noted someone at the bottom of their class, and I have yet to see someone at the bottom of a class who was decent.

From the tenor of some of the remarks, people not familiar with the profession might be under the impression that lawyers are somehow statutorily governed (UPL is statutory) with respect to what cases they are qualified to handle. At least in my state, this is simply not true. As Richard Solomon notes, the chances of holding a minimally-qualified counsel to account for venturing in over his head is rather slim (there are some valid reasons why this is so, but that's beyond our BMM scope).

As to the statement that: "You may have have a quarrel with the rules of the legal profession, but, on net, they have served the profession well" I entirely agree. The rules have served the profession quite well. That was also a point raised by Mr. Solomon in his comparison to a labor union or guild.

Whether the public has been well-served is another matter. Up till a few decades ago, lawyers got together and set minimum fees and actively fought against anything that would take away business--even suing book publishers such as Nolo Press. Even today, the ABA's accreditation process is widely faulted for raising barriers to entry into the legal profession. In some states you must use an attorney to sell a house, in other states the real estate broker does much of the work an attorney would otherwise do.

Whether someone should use an attorney when engaging in a particular transaction is a different matter; with UPL we are speaking of whether someone must use an attorney.

In the old days, you used to have to hire an attorney to do the type of work title companies do nowadays. In some states, lawyers have sued Notaries Public for UPL when a homeowner refinances their mortgage and needs to have the loan docs notarized! (Needless to say, the National Notary Assn disagrees with the lawyers)

Bottom line here is that those who get into UPL arcana are not addressing the real issue which is the quality of the work performed. As a pragmatic aside, I would note that defending the monopoly of the legal profession is not likely to gain much sympathy but focusing on incompetent work is something anyone can see needs rectification.

Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400


Paul Steinberg, Franchisee Attorney, New York City, Ph: 212-529-5400
Many years ago I was counsel for the Sullivan County Indiana by RichardSolomon
RichardSolomon's picture

Bar Assn. It was accused by the Justice Dept of attempting to monopolize the business of certifying the quality of titles to real property, in violation of the Sherman Antitrust Act.

The Bar Assn had gone after Chicago Title Company for issuing title policies that were not based upon the title opinions of a licensed attorneys. Chicago Title had decided that actuarially a certain percentage of land titles are defective, and that the cost of remediation of titles was calculable. This enabled an insurance underwriter to calculate a title policy premium on the basis of that actuarial data, eliminating the need for any underlying lawyer's title opinion.

The Sullivan County Bar Assn went to the Indiana Bar Assn with a UPL complaint, and the Indiana Attorney General opened a file on the title company for unauthorized practice of law. The title company had more money than the couty bar assn, and got the justice department to go after the bar assn under the Sherman Act. The bar assn hired me.

There have been a number of such disputes. This shows the territoriality of the bar associations regarding perceived poaching on their turf. The definition of poaching is that it is unlawful for a non lawyer to do things that are traditionally the business of licensed attorneys. That is a doctrinal definition that arose in early Massachusetts cases and that has been generally adopted as the test of UPL.

The case was "amicably" resolved (consent order). How that came to be is a very funny story that I wish I could tell. --

Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Disbarrment by Guest
The lawyer could probably be disbarred too for drafting agreements they have no specialized knowledge in.
On what planet? by Paul Steinberg
Paul Steinberg's picture

Guest writes: The lawyer could probably be disbarred too for drafting agreements they have no specialized knowledge in.

Have you even heard of such an attempt? For a host of reasons, this is less likely than Webster spelling "behavior" correctly. As someone pointed out earlier, many things may give rise to a malpractice claim but that does not mean such claims (even if accurate) would result in disbarrment.

Paul Steinberg
Franchisee Attorney, New York City, Ph: 212-529-5400


Paul Steinberg, Franchisee Attorney, New York City, Ph: 212-529-5400
It helps to differentiate between the "rules" and the realities. by RichardSolomon
RichardSolomon's picture

Bar Association ethics and disciplinary rules are, in sound, quite high minded. They are also guild like in that they purport to fence off areas of activities for the use and benefit of those certified by the bar associations to be authorized to exploit the field.

In that respect, it is not unlike any guild or labor union.

The rules run the gamut from fiduciary duty to competence/experience.The discipline protocols vary all over the place, and - like any adjudicatory system - depend also upon who is prosecuted and who is complaining and who represents the accused. The high and mighty commit with seeming impugnity many offenses for which the low and dusty are censured. You may lose your license for showering accident scenes with your business cards/paying police and cab drivers to direct the injured to your office. On the other hand, it is perfectly OK for the high and mighty to do the same thing with respect to large corporate clients, though the style is different. Country clubs, board memberships and various other collaborative mechanisms exonerate the shenannigans of the large prestigeous law firms that are doing similar things to the personal injury scenario just described.

When you get to the issue of lawyers taking on busness for which they are ill equipped, damn few disciplinary proceedings focus on such practices. Illustratively, that's how, for a few hundred dollars, members of the bar will ill advise franchise invewstors by "reading the contract". So long as the investing public is unaware of the value of "specialized knowledge" in the vettng of franchise investment opportunities, the rules of bar associations will not fill in the void of lack of "insight". As Webster, Steinberg and I have been saying for so long, competent franchise investment due diligence is the cardio pulmonary conditioning that makes open heart surgery less likely.--

Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Quiznos advertising... by Guest
and Quiznos has the gall to advertise franchise sales after the posts regarding Boroian. Well....come to think of it...in may be appropriate after all. Rumor has it unethical people hang out together.
Quiznos Advertising by Guest
I'm not surprised at all.
Francorp by Guest
Don Boroian preaches one thing above all else, loyalty to the firm. It is amazing how much information "leaks" out of Francorp. The last time their was a leak like this, Noah built himself a boat!
Francorp Loyalty by Guest
Very true. Boroian always thinks he has a good handle on where the "leak" is coming from. Always, after an employee who was accused of being the mole was fired, Don would have long board meetings with the entire compant discussing that person's transgressions and reinforcing loyalty, but Don has always underestimated how much people hate him. People are just motivated to bring Don down. I guess the old saying has some truth - What comes around, goes around.
Unauthorized, Unbotherized by Juan F
Juan F's picture

What is surprising is that Francorp has been down this road before (pdf) in 2002 with competitor Michael Seid and Associates saying that his company was at a competitive disadvantage because he liked obeying the laws, which ban franchisor consultants from providing legal assistance. (BTW, there are some great links at the bottom of Ms. Sparks' news story.)

"The court observed that under Illinois law, Francorp’s inhouse lawyers may not provide legal services to its clients. Thus, Francorp could not rely upon the presence of in-house lawyers to defend MSA’s claims. In addition, the fact that Francorp’s documents were later reviewed by its clients’ independent attorneys did not insulate the company from liability: "

Having lost before, Francorp should know better. But hey, the unauthorized practice of law (UPL) clause is a dumb law anyhow.

The Illinois state bar association says that the UPL law was established in order "To keep would-be hustlers and scammers from taking advantage of the public..." My question is—How so? Where is the potential for scam in having in-house attorneys prepare legal franchise documents for Francorp clients? Where's the harm?

Does Boroian Go After the Lawyers Now by Guest
I vote that Boroian will go after the lawyers since by setting up their law firm they will now be competiting with him.
Going after the lawyers by Guest
I don't think attorneys are bound by a non-compete in the same sense that other employees would be. Besides, Don has no money to enforce a non-compete, it is not easy to do anyway, and Francorp has bigger fish to fry at this time.
Boroian is not going after the lawyers by Guest
Heard that he does not plan to pursue this. Met with his legal department yesterday. Probably a good thing for him. Would have a hard time arguing both sides of the same issue.
Buyers Beware by Guest
people who use this company and are defrauded, or cannot sell franchises, should never be able to sue it. What else will it take for the public to get it? and how long did it take the two lawyers to figure out this guy was a crook. i wished Janet Sparks had this information when i dropped 100K of my hard earn dough with this company years ago and never sell one franchise. This guy has a lot to answer for!
Buyer Better Beware, more today than ever in franchising by Guest
IS IT POSSIBLE TO SUE FRANCORP BASED ON THE UNOTHORIZED PRACTICE OF LAW? Can a Francorp client take legal action against the consulting company based on illegal practice of law if the consultant did not have the legal authority to charge and practice law? There are a great number of lawyers out there, in the land of franchising, that can give us their opinions on this issue. Richard Soloman, and Paul Steinberg, you are in the box and the on deck circle. Question: Could a Francorp current or past client successfuly litigate/bring suit on the grounds of illegal practice of law by Francorp during their contracted services, and get their money back, by order of a court, from Francorp?
Why doesn't Boroian retire by Guest
Isnt he in his seventies?
Boroian's retirement by Guest
He is in his 70's but he has no money. He has never saved or planned for retirement. He is still facing huge financial liabilities from the IRS and his pending trial in Florida, where he is embroiled in contraversy with South Beach Naturals,will cost him plenty. It will be intersting to see if any of Don's family will step up if Francorp folds, and shoulders Don's debts. I wonder if his family would provide him with the lifestyle that he is accustomed to - expensive cars, clothes, restaurants, country club, etc. His oldest grandson, incumbent president of Francorp, would most likely be on the hook for Grandpa's bills. Don has paid him enormously over the last several years and his grandson does not work very hard, if at all. I suspect Don would declare bankruptcy. Does anyone know what would the IRS do in that case? Can you hide behind bankruptcy when you owe Uncle Sam?
Good for them! by Guest
Congratulations to Francorp's former attorneys who stood up and did what they felt was right. Attorneys who follow their conscience! I expect that theirs will be a good firm.
Double Kudos to Those Lawyers by Guest
In all the years I have been hearing about Boroian, I think this maybe the first time I have heard any of his employees taking such a loud moral stand against what he does. It is not everyday you hear about lawyers doing the right thing. May God bless their souls and help them with their new business!
Coould it be a sham? by RichardSolomon
RichardSolomon's picture

Are they now Francorp's outside attorneys, doing the same work for roughly the same compensation? Are they in different office address? Until we know the truth of that, these letters could be nothing but window dressing calculated to deal with their complicity in the matter of Francorp's UPL issues. These letters could have been drafted by them or by their own UPL attorney to provide "compliance"/come to Jesus exhibits for the disciplinary committee.--

Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Raise Some Issues by Guest
Rich you ask good issues. the section about choosing an attorney in their website at www.johnsMarino.com seem to suggest they are definetly separating themselves from the Francorp model. Francorp.com say that the company now only has one lawyer. So why did these two leave and the other one stay? May prove your point Rich. If these two did break away, did the other one not see UPL issues. This is good stuff; break out the popcorn!
120 clients and one lawyer by Guest
Didn't I read in Franchise Times that they take on 120 clients per year. Looks like that last lawyer is going to be plenty busy. I wonder what their existing clients are going to think?
Nah! When you're peddling templates by RichardSolomon
RichardSolomon's picture

it's just little more than cut and paste, so 120 clients isn't a lot for one person - even  if they aint a lawyer.--

Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Franchise experience "not strictly required" at Francorp by Guest
Looks like they are advertising. This from Career Builder. High degree of production needed. FRANCORP A leading franchise consulting firm seeks an associate attorney for its legal department with experience, skill and ability in drafting and modifying agreements to collaborate with our clients and their attorneys in preparing franchise offering compliance documents and providing guidance on franchise offering compliance requirements. Advanced drafting, writing, communication and strong computer skills needed. Knowledge of franchising and franchise registration a plus, but not strictly required. Client management talents and a high degree of production are needed. Please state desired salary.
B oroian Likes his Attorneys Inexperienced by Guest
Boroain likes his workers and attorneys young and inexperienced. With the young ones he can tell them to do things he knows are legally questionable or illegal, but they wont be able to object because they do not know better. If he hires lawyers with experience the person wont last long. If the experienced lawyer does last, it would be one of two things: the lawyers is just as crooked as he is, or the lawyer is able to convince Boroian to find Jesus. If the latter, Francorp will have to close its doors. So, there is a reason why the majority of his staff look like it is their first job out of college or high school.
I-Franchise is the worst of by WHAT

I-Franchise is the worst of the worst in franchise consulting.  How come all of this negative attention towards Francorp has escaped that group at I-Franchise?  I can't beleive that Mark Seibert hasn't been sued multiple times for his misleading and fraudulant sales tactics.  I franchised my business through them based on all of the negative hear say he gave me about Francorp and got nothing!  That guy never even ran a franchise company before and he likes to claim to know all the tricks in the business.  Mark Seibert is a complete fraud.

Paid iFranchise $45,000 and got nothing by Guest
You can say all you would like about I-Franchise, I paid this company $45 thousand of my hard earned money based on promises from Mark Seibert that I would grow and be successful in the franchise business, Ann Anderson and all of Mark's people were so complimentary of what I was doing and assured me again and again that it could be a big franchise. They all should be ashamed of themselves for taking money that I badly needed during this recession. I have barely hung on by a thread. I have now invested over $75,000 of my money in this project and haven't sold a single franchise. People like Mark and I-franchise won't be in business for ever, you can't run a business like this the way he does without consequences. It seems like franchising is tough, maybe it was all my fault, but I sure would have appreciated an up-front honest oppinion from people I thought were supposed to be experts.
It seems like Mark Seibert by Jonathan W

It seems like Mark Seibert and that ifranchise group do have it coming to them, you can't run a business like that forever without having successful clients.  People like Seibert wil have a tough time making their sales pitch in 5 years when they still are talking about Auntie Anne's who actually hired a different company that Seibert worked for.  I am surprised that it has taken this long for someone to say anything about ifranchise.   

I-Franchise bashing on BMM and the Francorp blog. Coincidence? by Donny B

On occasion I like to read the information posted on the Francorp blog. Not that the information is terribly interesting but because the site is sooooo PRO Francorp it is almost comical. Every comment is incredibly positive for the firm and me thinks that all are posted by Francorp employees. Recently, there was some serious I-Franchise bashing on the blog. I find it hard to believe that it is a coincidence that there are negative I-Franchise comments on this forum at the same time. Boroian and Francorp, who have lost scores of clients to Mark Siebert and I-Franchise over the years, probably instructed his staff to make the negative posts. This may be Don's only chance to win a client from Mark and his team. Don may be feeling the constant pressure of the IRS breathing down his collar.

In terms of experience, Siebert has been in the industry going on a quarter century. His team may be small but he has numerous staff with 10+ years in their respective roles (compared to comporable Francorp employees who have only a few years experience) and his team of national consultants is top drawer in every respect.

All in all, if I need to hire consultants to put together my franchisor program from scratch, my dough is going to Mark Siebert.

I Franchise is a joke, stop the cover-up by Guest

I cannot beleive that this company has been in business even for 8 years. This Seibert is one of the most self-centered people I have ever met. If they truly were good at franchising companies, how come when you go to the tradeshows to talk with franchisors the only ones who have worked with them consist of a tanning company and some other random business. The fact is that none of these consulting firms provide any real value to a new franchise system. Buyer beware, do not spend money on a franchise consultant if they want more than $10k to help you franchise. Mark Seibert/IFranchise and Don Boroian/Francorp will tell you otherwise, but it doesn't work that way. Spend your money on lead generation and marketing your franchise.

..and to that, I would only add.... by Guests

Shame on you, Francorp VP Christopher James Conner, for extending your false blog postings -- full of sycophantic Francorp praise and rabid iFranchise bashing -- from your various Francorp blogs to this forum.  Don Boroian may be a "snappy dresser," but you don't wear "desperate" very well.

I agree. Mark has a lot of credibility with a lot of very by RichardSolomon
RichardSolomon's picture

successful franchise people. I have never heard even one negative word about him and his associates, and I hear it when there is word to be heard.

As for Francorp and Boroian... what is there to say that hasn't already been said...I mean, really?


Richard Solomon, FranchiseRemedies.com,  has over 45 years experience with franchise litigation and crisis management. He is a graduate of The Citadel and The University of Michigan Law School
Let's get serious for a by William Buist

Let's get serious for a moment, what has Francorp not accomplished in the franchise world?  I think it would be a stretch to say that IFranchise has ever come close to matching the success they have had.  Over the years it seems that he has upset some people along the way, I don't know of too many successful business people who haven't done that.  But that doesn't take away from francorp's client success.  It amazes me that this many of Francorp's competitors could possibly act and speak as if they are a credible source of information whether Francorp is good at what they do.  Get the facts straight, Francorp has developed more successful franchise companies than every franchise consultant on this board put together. 

Why does the ifranchise by Guest
Why does the ifranchise group's clients sell more franchises than anyone else?
I Franchise Staff is made up of Assistants and Secretaries by Guest

It doesn't ake a genious to figure out who is posting on this board. Employees from each company are writing about themselves. Neither Mark or Don are very intelligent - trust me, Northern Illinois isn't that difficult Mark, and if you get John Seibert on the phone, prepare to be dumber after your call is finished. Don't work with any of these franchise consulting companies. If the sign says I-Franchise or Francorp, walk the other way.

I Franchise Questionable by Prospect

I too was absolutely amazed by the business tactics that I-Franchise utilizes.  I'm not sure which side of the story to beleive here, it really depended on who you listened to as to what actually happened.  But I found it extremely questionable that I-Franchise's client list was clients that Francorp had developed.  I wont throw stones because I chose not to work with either company but I did not trust Mark Seibert. 

I-Franchise by Questionable

I have been in the franchise industry for over 20 years and worked with many different franchise consultants and franchise organizations.  I can support the notion of I-Franchise being little more than a mom and pop group of sales people.  This is at best a "rag-tag" group of small business consultants.  The only person on their staff who brings any real consulting experience is David Hood, outside of that they literally are comprised of administrative assistants and salespeople.  My advice, don't work with anyone who can't describe their first hand experience running a franchise organization.  This seems like common sense to me, but how could you actually have the experience needed to consult someone else how to franchise?  Because Mark Seibert worked with another consulting firm prior to I-Franchise means little to nothing to new franchisors. 

In-house attorneys say Francorp placed them in ethical dilema by Francorp Observer

While you looked at both firms to launch you as a baby franchisor, what did you make of this statement by Francorp's attorneys in the article above?

"At Francorp, I have been placed and continue to be placed in positions that question the oath I have pledged as an attorney to uphold."

Francorp attorneys by Donny B

Many in house Francorp attorneys over the years have wrestled with ethical issues regarding their oath while at the firm.

At this point the firm has had one attorney on staff for many, many months. Word is that one attorney is doing more personal legal work for Don than drafting any legal documents for clients. In fact,nearly all of the drafting is being done by the paralegals on staff. Potential Francorp clients, keep that in mind when considering the firm.

The Pot Calling The Kettle Black by Darnelle White
Darnelle White's picture

Have people forgotten how to make a cogent argument to business people?

I'm assuming the above rant was by Don Boroian or his cohorts to take the discussion off of his outfit. The ranter above doesn't want to keep on target of Francorp's in-house attorneys walking out on him.

Agreed.... by Guests

Agreed, Darnelle......the ranters must be the same shills and sycophantic Francorp employees who populate their many Francorp blogs (including "Don Boroian, the Snappy Dresser") with over the top praise of their company and felonious founder.

Every entrepreneur is crazy about a sharp-dressed man by Are you being served?

Wow.  I especially like this one:

http://donboroianclothes.blogspot.com/2008/10/don-boroians-fur-coat.html

I guess those folks have a lot of time to kill around there.

Snappy, indeed. by Guests

Interesting reading indeed....there's a high "creepy" factor going on with that "Fur Coat" blog entry.

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