Practice Areas
Practical legal counsel for franchisors, franchisees, buyers, sellers, and small business owners — backed by real-world experience on both sides of the table.
Franchise Law
Matt Crumpton is a franchise attorney who ran a franchise system before he advised on them. He acquired a Franchise 500 brand in 2011, built it into a 27-location national system, and sold it in 2019. He has sat on the franchisor side of the table and now sits on the franchisee side. That is the perspective behind every FDD he reads.
Franchisee Representation
- Franchise Disclosure Document review, item by item
- Franchise agreement review and risk analysis
- Plain-English written summary of what you are agreeing to
- Negotiation of territory, transfer, guarantee, and renewal terms
- Multi-unit and area development agreement review
- Franchise resale and transfer documentation
Franchisor Representation
- FDD drafting under the FTC Franchise Rule, all 23 items
- Franchise agreement and exhibit preparation
- State registration and annual renewal filings
- Financial performance representation structuring
- Franchise system documentation and operations manual review
- Ongoing compliance and FDD amendments
Franchise work is the core of this practice. Whether you are evaluating your first unit or preparing to sell your hundredth franchise, the analysis starts with what the documents actually obligate you to do.
Commercial Lease Review
A commercial lease is usually the largest fixed obligation a small business signs, and it is routinely signed without review. A five-year lease at $5,000 a month is a $300,000 commitment, often backed by a personal guarantee. The landlord's attorney drafted that document. You should have your own read it first.
What the Review Covers
- Key business terms pulled into a single summary page
- Personal guarantee scope, duration, and burn-off options
- CAM and operating expense pass-throughs, and whether they are capped
- Assignment and subletting rights, which matter when you sell
- Use clause, exclusivity, and co-tenancy provisions
- Renewal options, holdover penalties, and end-of-term obligations
What We Negotiate
- Capping or phasing out the personal guarantee
- Operating expense caps and audit rights
- Landlord build-out and delivery obligations
- Assignment consent standards tied to a reasonableness requirement
- Casualty, condemnation, and early-termination rights
- Comparing the lease against the letter of intent you actually agreed to
Lease review is tenant-side work, handled on a flat fee quoted upfront. Most reviews turn around within a few business days once we have the document and the letter of intent.
Business Acquisitions & Sales
Matt Crumpton has been a buyer and a seller. He acquired a Franchise 500 brand in 2011, built it into a 27-location national system, and sold it in 2019. He also currently owns and operates two campgrounds in Ohio. That is not hypothetical experience. It is the business background behind every acquisition deal he touches.
Buy-Side Representation
- Letter of Intent (LOI) drafting and negotiation
- Due diligence review and management
- Purchase agreement drafting and negotiation
- Asset vs. stock deal structure analysis
- Representations and warranties negotiation
- Closing coordination and documentation
Sell-Side Representation
- Pre-sale business structure optimization
- LOI review and negotiation
- Managing due diligence requests
- Seller protection in purchase agreements
- Franchise system sales and transfers
- Earnout and seller-note structuring
We represent buyers and sellers of restaurants, franchise systems, campgrounds, retail businesses, and other small-to-mid-market companies throughout Ohio and beyond.
Small Business Law
Building and protecting a business requires more than a great idea and hard work. It requires the right legal structure, the right contracts, and the right protection from the start. Crumpton Legal provides practical, proactive small business counsel for Ohio entrepreneurs and business owners.
Entity Formation & Structure
- LLC, corporation, and partnership formation
- Operating agreements and shareholder agreements
- Business restructuring and conversion
- Multi-entity structuring for asset protection
Contracts & Agreements
- Contract drafting and review
- Non-disclosure agreements (NDAs)
- Non-compete and non-solicitation agreements
- Independent contractor agreements
- Vendor and supplier agreements
- Employment agreements and offer letters
General Business Counsel
- Ongoing legal counsel as outside general counsel
- Business dispute resolution
- Partnership and co-founder disputes
- Regulatory compliance guidance
Note: Crumpton Legal does not handle civil litigation, criminal defense, or personal injury matters. We focus exclusively on business and franchise transactional law.