About Keith Kanouse

Practices concentrate on Franchise Law representing Franchisors, Franchisees, Area Developers, Area Representatives and Sub-Franchisors; Distribution Law in manufacturers, suppliers, wholesalers, retailers, dealers and distributors.

Employment
1999 – Present: Partner (Founder) – Kanouse & Walker, P.A., Boca Raton, Florida
Representing entrepreneurs, franchisors, franchisees and their companies in corporate, securities, and real estate matters with a primary emphasis in franchise, licensing and distribution law.
1990 – 1999: Partner (Founder) – Keith J. Kanouse, P.A., Boca Raton, Florida
Representing entrepreneurs, franchisors, franchisees and their companies in corporate, securities and real estate matters with a primary emphasis in franchise, licensing and distribution law.
1990: Partner – Gunster (f/k/a Gunster, Yoakley, Criser & Stewart) Boca Raton and West Palm Beach, Florida (merger with Wheeler & Kanouse)
Corporate, Banking and Real Estate and Chair of the Franchise Practice Group
1983: Partner (Founder) – Wheeler & Kanouse, Boca Raton, Florida
Corporate, Banking, Franchise and Real Estate
1981 – 1983 Partner – Fleming, O’Bryan & Fleming, Boca Raton, Florida
Corporate, Banking and Real Estate
Awards and Accomplishments
Franchise Law – Law Firm of the Year in Florida – 2020, 2021 and 2022
Hall of Fame of Franchise Attorneys, April 2019 – Franchise Times Magazine
Who’s Who Legal – Franchise 2021 and 2022
Lawyers of Distinction 2020
Who’s Who Legal: Florida 2020 (1st Edition)
Florida’s Leading Business Lawyers and Experts
Who’s Who of America – 2020 and 2022
Winner of the 2020 Corporate Intl Magazine Global Award:
Corporate INTL ‘Who’s Who – Find an Adviser Handbook – Franchise law expert in Florida (2020)
1851 Franchise Editorial Team – Franchise Legal Player for 2019
Franchise Law – Law Firm of the Year in Florida – 2019 Corporate Intl Global Awards
International Advisory Expert Awards Winner 2019
Top Lawyers of Florida 2018 – Selected as One of the Top Lawyers of 2018 as chosen by his peers – Recognized for Excellence and Achievements by the Legal Community
Best Corporate Law Firm – Florida (2018)
Marquis Who’s Who Lifetime Achievement Award 2018 – The Albert Nelson Marquis Lifetime Achievement Award is an honor reserved for biographees who have demonstrated leadership, excellence and longevity within their respective industries and professions.
Global Leading Lawyers 2018
Finance Monthly – Law Awards 2018 Franchise – Lawyer of the Year – USA
AVVO rated 10.0 of 10.0 (highest rating) – Top Rated Lawyer 1975 through 2022
Global Awards Corporate Live Wire 2017 Winner – Excellence in Franchise Law Services
“South Florida Top Lawyers 2017” as published in the Daily Business Review
U.S. News & World Report – Best U.S. Lawyers 2019, 2018, 2017
America’s Most Honored Professionals Award (Top 1%) 2018-2016
Who’s Who Best Lawyers in World 2018-2016
Top Franchise Lawyers 2018-2016 “Florida Legal Elite” by Florida Trend as recognized by his peers
Recognized as a Top Attorney “Legal Eagle” in the Franchise Sector by Franchise Times 2022-2006
“Very Best U.S. Attorneys in Franchising” as viewed by their clients and peers published by Franchise Times Magazine.
Who’s Who Legal: Franchise 2022 – 2016
Who’s Who Legal Florida – Selected as one of the top 397 attorneys in Florida out of over 80,000 Florida attorneys
Rated ‘AV®” Preeminent™ (the highest possible rating in both legal ability and ethical standards reflecting the confidential opinions of members of the bar and judiciary) by LexisNexis, Martindale –Hubbell and Lawyers.com for over 30 years
Selected as a “Leading Florida Attorney” (Top 5%) in Franchise and Distribution Law by American Research Corporation
Who’s Who of International Franchise Attorneys (1 of 197 in world)
Winner of InterContinental Finance Magazine’s Legal Excellence Award 2011
Recognized for Excellence as One of the Area’s Top Lawyers – Palm Beach Illustrated
InterContinental Finance Magazine’s “HIGHLY RECOMMENDED – TOP TIER FIRMS
Professional Affiliations
Admitted to practice in the State of Florida (December 1975), and New York (March 1975 – retired 1994) and Georgia (2002) now Georgia Emeritas

Admitted to United States Court of Appeals for the Second Circuit

Admitted to United States District Court for the Western District of New York

Admitted to United States Tax Court

Admitted to United States Court of Appeals for the Fifth Circuit

Admitted to United States Court of Appeals for the Eleventh Circuit

Admitted to United States District Court for the Southern District of Florida American Bar Association Business Law Section

American Bar Association Forum on Franchising, including member of faculty at several annual meetings

American Bar Association Standing Committee on Lawyer Competence (Forum on Franchising Liaison)

American Bar Association Standing Committee on Lawyer Specialization (Forum on Franchising Liaison)

American Bar Association Advisory Panel on Accreditation of Third Party Certifier Organizations of Lawyers as Specialists

International Franchise Association South Florida Coordinator and Host of Second Tuesday Programs (1991-1995)

Member of National Advisory Board of IFA’s Council of Franchise Suppliers (1993-1995)

Co-Vice Chairperson of IFA’s Membership Committee (1994-1995)

Affiliated member of the American Franchisee Association including speaker at 1995 Annual Convention (1994-1995)

Affiliated member of the American Association of Franchisees and Dealers (including LegaLine Steering Committee member and Founding Chair of Fair Franchising Standards Committee)

Board of Directors of the American Association of Franchisees and Dealers including Secretary and Member of Executive Committee

Charter Member of the Florida Franchise Association

Founding Member of The Florida Bar Franchise Law Committee (Vice-Chair 1994 – 1995, Chair 1995 – 1996)

Member of Committee X (International Franchising) of the International Bar Association, London, England

Contributing Editor to Franchise UPDATE Magazine

Books
ABA Forum on Franchising’s Franchise Desk Book – Updated Florida Chapter (2018)

Guide to Understanding an Offering Circular and Negotiating a Franchise Agreement (1996)

Guide to Negotiating a Business Lease (1996)

Guide to Selecting the Best Entity to Own and Operate Your Business (1996)

Franchise Law and Practice published by the CLE Committee of The Florida Bar (1983, 1992 2d ed. and 1996 3d ed.) – co-editor and co-author – writing chapters entitled “Federal Laws Affecting Franchising,” “Real Estate Aspects of Franchising” and “Franchising Internationally”

Franchise 101 – co-author. Published by the Association of Small Business Development Centers (1998)

Contributor to The 1998 Business Reference Guide edited by Thomas L. West published by Business Brokerage Press

Articles and Seminar Presentations
“How to Really Negotiate a Fair Franchise Agreement” – Presented at the 25th Anniversary of the founding of the American Association of Franchisees and Dealers held on April 30-May 3, 2017 in Indian Wells, California

Are Material Changes to Renewal Franchise Agreements Subject to the Implied Covenant of Good Faith and Fair Dealing? by Keith J. Kanouse, Evan Goldman and Scott D. Salmon – Franchise Law Journal – Vol. 36, No. 4, Pages 661 – 675, Spring 2017

“Defense for Non-Disclosure of Liability for Lost Profits” by: Keith J. Kanouse and Mackenzie Dimitri – The Franchise Lawyer Summer 2016

“Important Contract Issues for Area Developer, Area Representative and Subfranchisors” – Blue Mau Mau March 2015

“FTC’s New Biz Op Rule – Impact on Florida Sale of Business Opportunities Act – The Florida Bar Journal Vol. 86, No. 4, pages 36-41 April 2012

“When the Tenant is a Franchisee – Accommodating the Franchisor’s Requirements” – Presented at the 14th Annual Georgetown Advanced Commercial Leasing Institute held on March 28-30, 2012 in Washington, D.C.

“FTC’s New Biz Op Rule – Reduced Disclosure But Increased Coverage” – ABA’s Business Law Today – February 2012

“The Twilight Zone Between Trademark Licensing and Franchising,” presented at The Florida Bar’s 2nd Annual Intellectual Property Symposium Seminar held on April 14-15, 2011 in Fort Lauderdale, Florida

“Take Franchise Leap, but Prepare for Landing” – IndUS Business Journal June 2010

“When Renewal is Up Don’t be Afraid to Negotiate” – IndUS Business Journal Franchise Supplement March 2010

The FTC Franchise Registry – It’s Time Has Come, Franchise Law Journal, Volume 29, Number 1, Summer 2009

Speaker at ABA Forum on Franchising, October 2007, Phoenix, Arizona on “The Proposed New FTC Business Opportunity Law and State Business Opportunity Laws”

Business Opportunity Rule Means Less Disclosure, but by More Companies, Franchise Law Journal, Volume 26, Number 3, Page 125 Winter 2007

“Buying a Business Opportunity” – Presented at The Florida Bar Seminar in Miami, Florida in December 2005

“Unique Contract Issues for Area Developers” – Presented at Franchise UPDATE’s 2004 Multi-Unit Franchising National Development Conference & Expo, January 2004, Fort Lauderdale, Florida

An Overview of Federal and State Business Opportunity Laws, Franchise Law Journal, Volume 23, Number 2, Page 102, Fall 2003

The Applicability of U.S. Franchise Laws to Foreign Franchisors Entering the U.S. Market” – presented at The Center for International Legal Studies at a Franchise and Intellectual Property Seminar held on March 18, 2002 in Kitzbuehel, Austria

Franchises, Distributorships and Their Alternatives, Presented at The Florida Bar’s Seminar “Franchising From Beginning December 2001

Speaker at CTEC’s Third Annual & Trade & Investment Forum – “Russia/CIS – Latin America Gateway to Trade and Investment – December 1998

Speaker at ABA Forum on Franchising 1998 Mid-Year Program – “Can We Talk – Collective Negotiation” – March 27, 1998, Rosemont, IL.

“Commercial Leases – Troubleshooting for the Tenant” – The Compleat Lawyer, Vol. 14, No. 2, Spring 1997

Interviewed on Financial Future with Jonathan Pond which aired on public television nationally on May 23, 1997

“An Accountant’s Representation of a Franchise Client” – Broward County Chapter of the Florida Institute of Certified Public Accountants, March 18, 1997

“AAFD’s `Fair Franchising Standards’ Is Collective Bargaining the Way of the Future?” Volume 16, Number. 2, Page 59 Franchise Law Journal, Fall 1996

Interviewed on PBS Nightly Business Report Special “How to Find the Right Franchise” aired nationally on May 27, 1996

Plenary Speaker at first Annual Convention of the American Association of Franchisees and Dealers discussing “Fair Franchising Standards,” Las Vegas, Nevada, April 26, 1996

“Converting Food Service Operations to Branded Concepts” – presented at meeting of the American Society of Healthcare Food Service Administrators, February 16, 1996 in Boca Raton, Florida

“Survey of Foreign Franchise Laws” – presented at the International Franchising Seminar of The Florida Bar, December 8, 1995 Keynote Speaker at First Bahamian Franchise Seminar and Expo – guest of the U.S. Embassy and Bahamian Chamber of Commerce, October 1995

“To Lease or License” presented at first annual Branding American Conference and Expo, Cincinnati, Ohio, March 30, 1995

“Franchising Internationally” – presented as meeting of The Florida Franchise Association, March 10, 1995 in Orlando, Florida

“Lease Negotiations” and “Buying A Franchise” – both presented at the Second Annual American Franchisee Convention, Las Vegas, Nevada, March 2-4, 1995

“State Franchise Laws – What is a Franchise and How is it Regulated?” – presented at Franchise Law for the General Practitioner Seminar of The Florida Bar on December 9, 1994

Keynote Speaker at the USA/Caribbean and Latin American Franchise Expo, Miami, Florida, October 30, 1994

“Key Legal Issues Affecting Marketing Today: How to Move Safely Through the Mine Fields” – presented at the Marketing War College, March 22, 1994

“Guide to Reviewing and Negotiating a Franchise Agreement” – presented at the Emerging Issues and Franchise Negotiations Seminar of The Florida Bar, December 10, 1993

“Franchising” – presented at Professional Placement Network of the Florida Department of Labor and Employment Security, Lake Worth, Florida, November 22, 1993

“Disclosure Under New UFOC Guidelines” – presented at meeting of The Florida Franchise Association, September 23, 1993, Tampa, Florida

“Factors to Consider in Buying a Franchise” – Palm Beach Review, May 10, 1993

“Buying or Selling An Existing Franchise Outlet” – presented to the Florida Business Brokers Association, March 24, 1993

“Franchise Law Specialty Certification – A Benefit to the Public and Legal Profession” Franchise UPDATE Magazine, First Quarter 1993

“Selecting the Entity Best for Your Business” Guide to Entrepreneurs 1993 (a joint publication of Florida Atlantic University Small Business Development Center and the Daily Business Review)

“An American Export to the Pacific Rim – Franchising” Franchise UPDATE Magazine, First Quarter 1992

“Fictitious Name Law Changed, businesses Must Comply” – South Florida Business Journal November 2, 1992

“Sale or Transfer of a Franchised Business” – presented at Representing Franchisees: Purchase, Sale and Transfer/Franchisee Disputes of The Florida Bar, December 11, 1992

“The Legal Environment for Franchising” and “The Inadvertent Franchisor” – presented at the ABA Annual Convention Seminar entitled Franchise Law for the General Practitioner, August 12, 1991 in Atlanta, Georgia

Arbitrator in a Mock Arbitration in “Fundamentals of Franchising and Franchise Disputes” – presented by the ABA Forum on Franchising, December 13, 1991

“500 Years After Columbus Discovered America, American Franchisors May Discover Europe” Vol. 4 International Business Review No. 1 1991

“Franchising in Europe After 1992” les Nouvelles June 1991, pp. 51-57 (les Nouvelles is trade journal of the Licensing Executives Society)

“Success Strategies for Business Expansion in a Recession Economy” – presented at American Marketing Association, Palm Beach County Chapter, West Palm Beach, Florida, May 21, 1991

“Business Expansion Strategies” – presented at the Representing the Business Client seminar of The Palm Beach County Bar Association, February 27, 1991

“The Role of an Attorney in Purchasing a Franchise” The Executives’ Guide to Franchise Opportunities (1991)

“Government Sources of Expansion Money” Franchise UPDATE Magazine, June/July 1991

“Off My Land: Pros and Cons of Real Estate Control” – presented at the 1990 Annual Forum on Franchising, October 25, 1990 in New Orleans, Louisiana

“Representing Established Franchisors” – presented at the Franchise and Business Opportunity Law for the General Practitioner Seminar of The Florida Bar, December 7, 1988

“Overview of a Loan Agreement” – presented at the Advanced Commercial Loan Documentation Seminar of The Florida Bar, September 9, 1987

“Antitrust Pitfalls Affecting Credit Meetings” – presented at Natural Association of Credit Management of South Florida, Fort Lauderdale, Florida, April 20, 1983

“General Overview of Regulation Z, As Amended By the Truth In Lending Simplification and Reform Act” – presented at Bank Administration Institute, Fort Lauderdale, Florida, November 19, 1981

“Perfecting A Security Interest” – presented at Broward Commercial Lenders Association, Fort Lauderdale, Florida, February 20, 1981

“The Rise and Fall of the Private Cause of Action for Violation of Margin Requirements” 24 Banking Law Journal 133 (1981)

“Regulation E -Electronic Funds Transfer” – presented at Bank Administration Institute, Fort Lauderdale, Florida, September 18, 1980

Moot Court Judge – Nova University Law Center Freshman Competition, Fort Lauderdale, Florida, May 2, 1980

“General Overview of RESPA” – presented at Bank Administration Institute, Boca Raton, Florida, February 21, 1980

Author of: “Domestic International Sales Corporation (DISC) — An Analysis” – accepted for publication but not published

Case Comment “Government Has Authority to Challenge the Validity of Patents that are Involved in Antitrust Violations” 59 Notre Dame Lawyer 1355 (1973)

Wrote College Honors Thesis to graduate Magna Cum Laude entitled: “Can Section Seven of the Clayton Act As Amended by the Celler-Kefauver Act of 1950 Be Effectively Applied to Conglomerate Mergers” – presented paper to College of Business faculty members

Executive Producer and Co-Host of the national television show “Start Your Own Business” which aired for 5 seasons on over 60 public television stations throughout the country.

Quoted or written about in numerous newspapers and other publications, including The Wall Street Journal, Bloomberg News, Fortune Magazine, The Washington Post, Adweek Magazine, U.S. Oil Week, South Florida Business Journal, Daily Business Review, The Miami Herald, Sun-Sentinel and The Palm Beach Post.