Client Accounts
What Those Who Have
Used the Firm Say
Accounts from clients who engaged Khaolak Counsel for franchise agreement work, distribution reviews, and pre-contract disclosure practice across Thailand and ASEAN.
Return to HomeClient Observations
Accounts From the Field
Arnaud Chevalier
International Development Director, France
We engaged Khaolak Counsel to draft the master franchise agreement for our entry into Thailand. The process was methodical — each provision was explained in terms of what it would mean in practice, not just what it said legally. The deliverable was a document we felt comfortable putting in front of our board and our prospective master franchisee at the same time.
April 2025 · Master Franchise Agreement Drafting
Wanchai Pattanakit
CEO, Thai Consumer Brands Group, Bangkok
We had received a distribution agreement from a European supplier and needed a clear read before committing. The review memorandum identified three clauses that would have caused us real difficulty and suggested wording changes that the supplier accepted without significant resistance. The front summary saved us a lengthy meeting explaining the document to our management team.
March 2025 · Distribution Agreement Review
Sarah Keenan
General Counsel, Australian Food Brand
The dispute resolution provisions in our Thailand agreement had been drafted for another jurisdiction and Khaolak Counsel flagged this clearly in the review. Their suggestion for an appropriate alternative mechanism was practical and their explanation of why the original drafting was likely unenforceable was helpful for our internal discussions. Response times throughout were good.
April 2025 · Master Franchise Agreement Review
Thanaporn Phongpitak
Franchise Development Manager, Bangkok
We were expanding our sub-franchise network and had been conducting pre-contract conversations in a fairly informal way. The disclosure memorandum gave us a structured approach that we now use consistently. It was delivered on time, was written clearly enough for our commercial team to follow, and addressed the financial information questions we had been unsure how to handle.
March 2025 · Franchise Disclosure Memorandum
Henrik Nygaard
Commercial Director, Scandinavian Retail Brand
We had engaged larger firms in Bangkok before and found that the work was done by associates with limited specialist knowledge. With Khaolak Counsel, the practitioner handling our matter was the one we spoke to throughout. The agreement we received was better structured than what we had previously, and the fixed fee meant our budget conversation was straightforward.
April 2025 · Master Franchise Agreement Drafting
Rujira Limsakun
Managing Director, Thai Distribution Co.
The ASEAN distribution agreement review was well-structured and the turnaround was within the timeline we had been given. The exclusivity section had been drafted in a way that would have been difficult to enforce in our primary markets and this was clearly explained with suggested alternatives. Would use the firm again for the next agreement in the series.
March 2025 · Distribution Agreement Review
Matter Accounts
Three Matter Summaries
Details amended to protect client confidentiality.
Matter Summary 01 — Master Franchise Agreement, Food & Beverage Sector
The Situation
A European food and beverage brand sought to appoint a Thai master franchisee for a ten-year term covering Thailand and potentially neighbouring markets. The initial draft had been prepared by the brand's home-country counsel with limited familiarity with Thai commercial practice.
The Work
Khaolak Counsel reviewed and substantially redrafted the territorial definitions, royalty structure, sub-franchise approval mechanism, and post-termination provisions. A negotiation support memorandum was provided covering the positions the brand's team could reasonably hold and where flexibility was commercially appropriate.
The Outcome
The agreement was executed within two months of the initial engagement. The parties subsequently used the framework to appoint sub-franchisees in three Thai provinces without requiring further legal input on the structural questions, as these had been addressed in the master agreement.
Matter Summary 02 — Distribution Review, Electronics Sector, ASEAN Territory
The Situation
A Thai distributor had received a distribution agreement from an Asian manufacturer covering Thailand, Vietnam, and Malaysia. The agreement had been prepared in a third language and translated; the translation carried a number of provisions that appeared inconsistent with Thai commercial practice.
The Work
The review memorandum identified five provisions of elevated concern — including a minimum purchase obligation structured as a take-or-pay arrangement and a termination clause with no cure period. Redline suggestions were provided and the board-facing summary was used in the client's negotiation meeting with the manufacturer.
The Outcome
The manufacturer accepted four of the five redline suggestions. The remaining provision was modified to include a cure period, which was the primary concern. The distributor entered the arrangement with a materially improved contractual position relative to the original draft.
Matter Summary 03 — Disclosure Practice, Franchise Network Expansion
The Situation
A Thai master franchisee expanding its sub-franchise network had been conducting pre-contract conversations without a consistent disclosure process. Two prospective sub-franchisees had asked for financial projections; the client was uncertain what it was appropriate to provide.
The Work
The disclosure memorandum addressed what financial information was appropriate to provide, how to present it without creating unintended representations, and how to structure pre-contract conversations so that the client's position was clear at the point the sub-franchise agreement was signed. A template disclosure checklist was included.
The Outcome
The client adopted the disclosure process as standard for its network expansion. The template checklist was used in subsequent sub-franchise recruitments, and the client reported that prospective sub-franchisees responded positively to the structured pre-contract process.
Practice Figures
Numbers That Frame the Practice
9+
Years of franchise law practice in Thailand
140+
Franchise and distribution matters completed
4.8
Average client satisfaction (out of 5)
93%
Of clients who return for a subsequent matter
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