Company — Khaolak Counsel
A Practice Built Around
the Document, Not the Deal
Khaolak Counsel is a Bangkok-based legal practice dedicated to franchise and distribution work in Thailand and across ASEAN — patient in approach, careful in drafting, and attentive to the long arc of business relationships.
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About Khaolak Counsel
Khaolak Counsel was established in Bangkok by lawyers who had spent years working on franchise and distribution matters across Southeast Asia and wanted to do that work with more care than the transactional pace of larger practices tends to allow.
The name references a stretch of coastline in the south of Thailand where the pace is deliberate and observation comes before action — qualities that translate well to franchise agreement work, where the clauses that matter most are often the ones that only become visible years into the relationship.
The practice concentrates on three areas: the preparation and negotiation of master franchise agreements, the review of distribution and reseller arrangements across ASEAN, and the preparation of pre-contract disclosure memoranda for franchisors expanding their networks. Within those areas, the work is done in depth rather than at volume.
Every engagement produces a written deliverable — a memorandum, an annotated draft, or a structured redline — that can be read and shared without requiring a follow-up call to interpret. We take the position that a client who understands the document is better placed to manage the relationship it governs.
PRIMARY FOCUS
Franchise & Distribution Law
GEOGRAPHY
Thailand & ASEAN
OFFICE
218 Ratchadaphisek Road
Huai Khwang, Bangkok 10310
OFFICE HOURS
Monday – Friday
09:00 – 17:30 ICT
WORKING LANGUAGE
English · Thai
Approach
What Guides Our Work
Written Clarity
Every piece of advice leaves as a document. Oral understandings erode; written memoranda hold. We write for the commercial team as much as for the legal file.
Long-Term Orientation
Franchise agreements create obligations that endure for years. The advice here is shaped by what those years may bring, not only by the conditions at signing.
Considered Positions
We avoid advocacy for positions that are unlikely to hold under scrutiny. A soundly reasoned memorandum is more useful than an optimistic one.
The Team
Those Who Do the Work
Pailin Thongchai
Senior Counsel
Pailin leads the master franchise agreement practice with particular focus on cross-border arrangements between foreign brand owners and Thai master franchisees. She has assisted clients in food and beverage, retail, and professional services sectors.
Somchai Rattanakul
Counsel — Distribution & Trade
Somchai concentrates on distribution and reseller agreement review across ASEAN, with experience in electronics, industrial goods, and consumer products. His memoranda are written with commercial directors as the primary reader.
Nareerat Wongprasert
Associate — Disclosure & Pre-Contract
Nareerat supports franchise disclosure practice and assists franchisors preparing their documentation before network expansion. She brings a methodical approach to pre-contract conversations and disclosure memorandum drafting.
Practice Standards
How We Conduct Our Work
Thai Bar Admission
All counsel are admitted to practice in Thailand under the Thai Bar Association. Engagement letters and retainer terms are provided in writing before work begins.
Confidentiality as Standard
All matters are handled under standard professional confidentiality obligations. Initial inquiries do not create a client relationship, and no information shared in inquiry is disclosed to third parties.
Defined Scope at Outset
The scope of each engagement is agreed in writing before work commences. Fee, deliverable, and timeline are confirmed. Work beyond the agreed scope is discussed and priced separately before proceeding.
ASEAN Context Awareness
Distribution and franchise arrangements in ASEAN carry local law considerations that vary by market. We indicate clearly the scope of our advice and the points at which local counsel in other jurisdictions should be consulted.
Direct Practitioner Access
Clients communicate directly with the practitioner handling their matter throughout the engagement. Work is not passed to junior staff without prior discussion.
Conflict Screening
Conflict checks are conducted before engagement commencement. Where a conflict exists, the inquiry is declined and the client is informed promptly without unnecessary delay.
Practice Context
Franchise and Distribution Law in Thailand
Thailand's franchise sector has grown considerably over the past two decades, with domestic brand expansion running alongside the arrival of international concepts seeking master franchisees in the region. The absence of a dedicated franchise statute means that the agreement itself carries most of the weight — the territorial definition, the royalty structure, the support obligations, and the post-termination provisions are the framework within which the relationship will operate, not a supplement to some statutory baseline.
Distribution and reseller arrangements in ASEAN are a related but distinct area of practice. Minimum purchase obligations, exclusivity definitions, and post-termination stock handling provisions are the clauses that tend to generate difficulty when the commercial relationship changes — and commercial relationships in this region tend to evolve at a pace that outstrips the original drafting assumptions.
Khaolak Counsel works with both brand owners entering Thailand and Thai groups acquiring master rights for wider ASEAN territory. The firm also assists franchisors preparing their pre-contract documentation practice as they move from informal pre-sales conversations to structured disclosure procedures. This area of work is underserved relative to its commercial importance — cautious sub-franchisees and well-prepared disclosure documentation tend to reduce the number of difficult conversations that arise in the first two to three years of a franchise network.
Inquiries are welcome from commercial directors, in-house legal teams, and professional advisers coordinating on behalf of clients. The firm is pleased to discuss matters at an early stage — before the document is finalised and while choices about structure still have practical consequences.
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