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L'ANCIENNE-LORETTE · E-2 FIELD GUIDE

Can a L'Ancienne-Lorette investor meet the E-2 direction test when the franchisor owns the fleet and sets the rates?

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THE DIRECT ANSWER

Possibly, if the agreement leaves him a genuine operating business to direct: staff, location, budget and local decisions. Majority ownership is the usual proof, but clauses letting the franchisor replace him as operator undermine it.

Reading the agreement for direction

Direction is not defeated merely because an agreement contains ordinary brand standards, a reservation system or a fleet program; the question is whether the actual agreement leaves the investor with operational control. It is defeated when the investor is reduced to a site supervisor. The clauses to find are those on operator approval and removal, mandatory management appointments, franchisor step-in rights, and whether he may hire, dismiss and set pay for staff without approval.

Mark each one and ask the franchisor which are negotiable for a new territory. Separately, the franchisee entity should be majority-owned by him, or ownership documents should give him operational control if a partner is involved, and a non-Canadian partner's share affects the nationality analysis of the enterprise. The fleet lease matters for a different reason: it is the franchisor's asset, not his investment, so substantiality must be built on what he actually commits.

A contractor used to running his own crews knows the difference between owning a business and operating someone else's; the agreement should read like the former.