Freeborn & Peters:
Legal Services For the Food Industry.
From protecting brands, innovations and facilities to securing financing, partners and opportunities, Freeborn & Peters provides legal guidance to food companies across multiple disciplines. All to reduce risk and take advantage of opportunities now and in the years to come.
We help food companies secure the debt and equity financing they need to operate and expand their operations in the most efficient manner. We also protect their interests when those to whom they extend credit default on their obligations.
- Represented a gourmet sandwich franchisor in the sale of a minority interest to a San Francisco-based private equity firm.
- Wescott Agri-Products, Inc. v. Geckler Companies, Inc. et al. (D. Minn.). Served as lead counsel for the Plaintiff in a PACA trust litigation case involving a secured lender. Obtained summary judgment against the secured lender that included an express finding that the bank was directly liable for all of the Debtor’s unpaid PACA trust obligations.
We help food companies acquire, build and/or operate in facilities that are optimally located and equipped to serve their needs. Areas of experience include land use and zoning; finance and leasing; environmental regulation; construction transactions and litigation; and acquisition, disposition and asset management.
- Represented a national restaurant chain in connection with the acquisition and sale-leaseback of restaurant sites throughout the country.
- Assisted in the approval of TIF financing and other economic incentives in Chicago, Palatine, Bolingbrook, DuPage County, Mundelein, Crestwood, Hainesville, Romeoville and Huntley, Illinois.
- Provided representation in the construction and expansion of industrial facilities in Mt. Prospect and Skokie, Illinois.
Food Safety and Regulation
We help food companies protect their customers and their own businesses through the implementation of rigorous programs for food safety, through representation to regulators, and through the vigorous defense of claims against them. We support them in ensuring compliance with state and federal regulations relating to all elements of their operations.
- Represented one of the largest logistics companies in the United States in responding to a surprise FDA inspection concerning a rodent infestation. We helped the client mitigate all possible adverse results of the investigation and salvage as much food product as possible, thus saving tens of millions of dollars in liability and avoiding negative press. In so doing, we created a Joint Reconditioning Plan that set a multi-state standard for handling large-scale food adulteration issues.
- Represented an international designer and manufacturer of infant care and feeding products doing business in more than 75 countries, acting as outside general counsel for product liability cases around the world.
- Represented several clients on their warning labels to ensure compliance with federal guidelines.
We advise food companies on how to use insurance to protect assets, such as equipment and facilities, and to guard against potential liabilities, such as product recalls or workers compensation. When disputes arise about insurance coverage, we advocate on their behalf to secure reimbursements that are their due.
- Obtained summary judgment on an important issue of first impression in the federal courts for the fastest-growing meat snack manufacturer in the world.
- Analyzed insurance coverage for a large fast food franchise owner in the wake of a tomato recall.
- Reviewed and negotiated comprehensive insurance coverage for one of the fastest-growing food retailers in the country.
Employment and Human Resources
We help food companies manage the many complex issues that arise in recruiting, employing and retaining a diverse workforce.
- Successfully defended numerous class and collective actions, including those involving hundreds of restaurant employees, alleging that overtime wages were not paid.
- Advised on and defended companies, including restaurants and other food industry companies, against numerous discrimination and other claims by employees, including claims based on sex, race, religion, disability, criminal background, national origin, violation of Family and Medical Leave Act, and related retaliation claims.
- Defended against claims of disability discrimination and ADA accessibility claims brought by customers of restaurants and other businesses that are open to the public.
Marketing and Intellectual Property
We help food companies attain the flexibility and confidence they need to implement winning marketing strategies, whether through sophisticated pricing, investments in brands and innovation, or their relationships with retail and distribution partners.
- Counseled a large number of food industry clients with regard to trademark and trade dress issues, including the filing and prosecution of trademark applications, and the preparation and negotiation of licensing agreements.
- Represented a food industry client in successful trademark and unfair competition litigation to halt infringing sales and competing website in the United States by a foreign company.
- On behalf of TriMark, USA, Inc., a distributor of foodservice equipment and supplies, obtained a preliminary injunction in Boston Federal Court to prevent another foodservice distributor from using a new corporate logo that was substantially similar to TriMark’s pre-existing logo.
- Counseled clients on an array of Internet-specific issues, including the successful removal of unauthorized YouTube videos, defamatory postings on Facebook and on unauthorized retailer sites.
Supply Chain Management
We help food companies manage their relationships with suppliers by focusing attention on the specific business and legal terms of their agreements and in tenacious defense of their interests when disputes arise.
- Represented restaurant companies in supply chain issues, including obtaining relief when a supplier suddenly refused to provide an entire regional chain with specialty fresh chicken absent price increase.
- Obtained a $35 million judgment for a meat processor when a Dutch company delivered a defective spiral meat freezer, which caused the loss of multiple contracts when delays shut down the entire facility.
- Resolved a $100 million supply chain issue when an appliance manufacturer delivered refrigeration devices that contained a defective electronic circuit board resulting in flooding.
We help food companies navigate complex legal issues associated with operating at an international level, including doing business with foreign customers and suppliers, importing and exporting food products, and engaging in larger transactions, such as distribution agreements or acquisitions.
- Managed all legal elements of importing organic products from New Zealand for domestic sale in the United States, including general corporate counseling, PACA litigation, credit counseling, international grower agreements, liquidation reports and pro forma invoices for customs.
- Supported the strategic acquisition of assets located in the United States and Canada on behalf of a manufacturing corporation, with purchase prices ranging from $11 million to $50 million.
We help the owners of food companies maximize the value of their holdings through the effective and swift execution of corporate transactions, such as mergers, acquisitions and joint ventures.
- Handled the sale of a privately held food company to a privately held natural cookie and cracker company in a leveraged transaction.
- Handled a $1.3 million private placement of LLC units by a start-up restaurant chain.
- Represented senior management of a leading trail mix and nut company in connection with the sale of the company by a private equity firm.
Franchise Legal Services
We provide franchisors and franchisees alike with a broad range of legal services, from negotiating franchise agreements and preparing franchise disclosure statements to assisting clients with general corporate issues and representing clients in franchise relationship disputes.
- On behalf of Carrols Corporation, the largest Burger King franchise in the country, serving as national franchise, restaurant and employment counsel.
- On behalf of Jimmy John’s, one of the fastest-growing quick service restaurant franchise businesses in the country, represent in multiple franchise issues and operations.
- Represented Taco Cabana in litigation involving the termination of statewide development rights of a franchise/developer.
We advise food industry clients affected by financial distress. We provide our creditor clients with a cross-functional team of bankruptcy, tax, restructuring, finance and litigation specialists who have extensive experience on creditors’ rights issues. We provide our lender clients with the most cost-effective and practical workout solutions while zealously pursuing their fundamental business goal of achieving complete and timely repayment of loans or recovery of other assets.
- Official Committee of Unsecured Creditors of Duke & King Acquisition, Inc. (Bankr. D. Minn.). We represented the creditors’ committee and worked with the debtor, its senior secured lender, and Burger King Corporation to effectuate a sale of substantially all of the debtor’s assets through a competitive bidding procedure under section 363 of the Bankruptcy Code.
- Official Committee of Unsecured Creditors of Wagstaff Management Corp. (Bankr. D. Minn.). As of its bankruptcy filing, Wagstaff was a large national operator of KFC franchises, with eighty stores located in Minnesota, Texas, Idaho, California, and Alaska. We represented the creditors' committee and worked closely with counsel to Wagstaff to maximize the value of general unsecured claims, including asset sales, investigating the security interests of Wagstaff 's secured creditors and efforts to avoid the potentially devastating impact of certain agreements between Wagstaff and KFC.
- Official Committee of Unsecured Creditors of Agri-Best Holdings, Inc. and Ronald R. Peterson, Chapter 7 Trustee of Agri-Best Holdings, Inc. (Bankr. N.D. Ill.). Agri-Best Holdings was a leading supplier of portion-controlled meat products to local and national restaurant chains, prior to its orderly liquidation and asset sale conducted by its senior secured lenders. We represented the creditors’ committee in Agri-Best’s chapter 11 cases, and now represents the Chapter 7 Trustee as special litigation counsel, investigating and prosecuting estate causes of action for the benefit of the debtor’s unsecured creditors.
PACA Trust Litigation
We provide clients with detailed advice relating to their trust rights as established by the Perishable Agricultural Commodities Act (“PACA”). We routinely serve as lead trial counsel for numerous produce companies in successful efforts to obtain injunctive and monetary relief in PACA cases in federal and state courts across the country. In fact, we are one of only a very small number of law firms in the country with an established PACA practice and whose attorneys are published in this area of law.
- Bear Mountain Orchards v. Mich-Kim, Inc. Served as lead trial counsel for Plaintiff in a successful effort to enforce its PACA trust rights against the corporate Debtor and its main principal.
- Costa Oro LLC v. Evergreen Int’l. Inc. Served as lead trial counsel for Plaintiff and successfully defended against a Motion to Dismiss, which positioned the case for a favorable settlement.
- Weis-Buy Farms v. Global Unlimited Marketing Sol. Served as lead trial counsel for the Plaintiff and managed the PACA claims procedure necessary to ensure fair treatment of all qualified PACA trust beneficiaries.