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Practice Areas

Practical legal counsel for franchisors, franchisees, buyers, sellers, and small business owners, backed by real-world experience on both sides of the table.

Practice Area

Franchise Law

Matt Crumpton is one of the few franchise attorneys in the country who has actually operated a franchise system. He spent seven years as the CEO of D.P. Dough, building it into a nationally ranked 37-location system and landing it on the Entrepreneur Top 200 four times. That experience changes everything about the legal advice you receive.

For Franchisors

  • Franchise Disclosure Document (FDD) drafting and updating
  • State franchise registration (registration states and notice states)
  • Franchise agreement drafting and negotiation
  • Multi-unit and area development agreements
  • FDD renewal and amendment compliance
  • Franchisee dispute resolution and default procedures

For Franchisees

  • FDD review and Item-by-Item analysis
  • Franchise agreement review and negotiation
  • Lease review for franchise locations
  • Resale and transfer transactions
  • Multi-unit expansion structuring
  • Franchisor relationship disputes

Matt has seen these documents from the franchisor side, and he knows which FDD disclosures matter most, which contract clauses franchisors routinely leave room to negotiate, and which provisions franchisees consistently underestimate. That context is what you're hiring when you hire Crumpton Legal.

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Franchise Law FAQs
A Franchise Disclosure Document (FDD) is a federally required disclosure that franchisors must provide to prospective franchisees at least 14 days before any sale. If you plan to franchise your business, you are legally required to have a compliant FDD drafted and registered in applicable states before selling any franchises.
Yes, many franchisors have more flexibility than they let on, particularly in areas like territory, fees, and personal guarantee limitations. An experienced franchise attorney knows which provisions franchisors routinely negotiate and which are truly non-negotiable.
A full FDD drafting engagement typically takes 4–8 weeks depending on the complexity of your system, existing documentation, and state registration requirements. Simple systems with good operational documentation move faster.
Technically no, but practically yes. FDDs are long, dense legal documents specifically written to meet legal requirements, not to be easily understood. An experienced franchise attorney will flag material risks, explain what you're committing to, and identify where you have negotiating leverage.
Practice Area

Business Acquisitions & Sales

Matt Crumpton has been a buyer and a seller. He acquired D.P. Dough in 2011, built it into a 37-location national system, and sold it in 2019. He also currently owns and operates two campgrounds in Ohio. That is not hypothetical experience. It is the business background behind every acquisition deal he touches.

Buy-Side Representation

  • Letter of Intent (LOI) drafting and negotiation
  • Due diligence review and management
  • Purchase agreement drafting and negotiation
  • Asset vs. stock deal structure analysis
  • Representations and warranties negotiation
  • Closing coordination and documentation

Sell-Side Representation

  • Pre-sale business structure optimization
  • LOI review and negotiation
  • Managing due diligence requests
  • Seller protection in purchase agreements
  • Franchise system sales and transfers
  • Earnout and seller-note structuring

We represent buyers and sellers of restaurants, franchise systems, campgrounds, retail businesses, and other small-to-mid-market companies throughout Ohio and beyond.

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M&A FAQs
It depends on your position. Buyers generally prefer asset deals to avoid inheriting unknown liabilities. Sellers often prefer stock deals for tax treatment reasons. The right structure involves legal AND financial considerations, and we work through both with our clients.
An LOI is a preliminary agreement that outlines the key terms of a deal before the formal purchase agreement is drafted. Most LOIs are non-binding on price and structure but binding on exclusivity and confidentiality. What you agree to in the LOI sets the baseline for everything that follows, and it matters more than most people think.
Most small business transactions take 60–120 days from signed LOI to close. Franchise system sales involving regulatory approvals, state registrations, or complex due diligence may take longer. Deals with financing contingencies are typically on the longer end.
Practice Area

Small Business Law

Building and protecting a business requires more than a great idea and hard work. It requires the right legal structure, the right contracts, and the right protection from the start. Crumpton Legal provides practical, proactive small business counsel for Ohio entrepreneurs and business owners.

Entity Formation & Structure

  • LLC, corporation, and partnership formation
  • Operating agreements and shareholder agreements
  • Business restructuring and conversion
  • Multi-entity structuring for asset protection

Contracts & Agreements

  • Contract drafting and review
  • Non-disclosure agreements (NDAs)
  • Non-compete and non-solicitation agreements
  • Independent contractor agreements
  • Vendor and supplier agreements
  • Employment agreements and offer letters

General Business Counsel

  • Ongoing legal counsel as outside general counsel
  • Business dispute resolution
  • Partnership and co-founder disputes
  • Regulatory compliance guidance

Note: Crumpton Legal does not handle civil litigation, criminal defense, or personal injury matters. We focus exclusively on business and franchise transactional law.

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Small Business FAQs
For most business owners, yes. An LLC provides liability protection that separates your personal assets from your business liabilities. Operating as a sole proprietor or general partnership means your personal savings, home, and assets are exposed to business creditors and lawsuits.
An LLC is a legal entity providing liability protection. An S-Corp is a tax election that can be applied to an LLC or corporation. Many small businesses are taxed as S-Corps to reduce self-employment taxes while maintaining the flexibility of an LLC structure. Whether that makes sense for you depends on your income level, so talk to your CPA and we'll handle the legal structure.
Not legally, but the formation documents matter more than people think, especially the operating agreement. A poorly drafted operating agreement causes disputes between partners that cost far more to resolve than the original legal fee would have been. We draft operating agreements that protect all parties and prevent ambiguity.
Practice Area

Commercial Leases

Commercial leases are among the largest financial commitments a small business owner makes, and they're routinely signed without adequate legal review. Crumpton Legal provides tenant-side commercial lease counsel that protects your business, limits your personal exposure, and maximizes the leverage you have as a tenant.

Lease Review & Negotiation

  • Full lease review and negotiation
  • Personal guarantee limitation and elimination
  • CAM charges and reconciliation review
  • Tenant improvement allowance negotiation
  • Assignment and subletting provisions
  • Co-tenancy and exclusivity clauses
  • Renewal options and rent escalation caps
  • Default and termination provisions

Franchise Lease Compliance

  • FDD Item 11 compliance review
  • Franchisor lease approval coordination
  • Lease assignment in connection with franchise transfers
  • Collateral assignment requirements

As a former franchise CEO, Matt has negotiated dozens of commercial leases for franchise locations. He knows what landlords will and won't move on, what clauses create the most long-term risk for tenants, and how to structure lease terms that work for a growing business.

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Commercial Lease FAQs
Yes, almost always. Landlords present leases as "standard" to discourage negotiation, but commercial leases are contracts and nearly everything is negotiable. The key is knowing what to ask for and when. An attorney familiar with commercial leases will push back effectively while maintaining the landlord relationship.
A personal guarantee is a provision that makes you personally liable for the lease obligations even if your business entity fails. For new businesses, landlords often require them, but the scope can frequently be negotiated. We work to limit guarantees to a set dollar amount, a specific time period, or to eliminate them entirely where leverage exists.
Common Area Maintenance charges are the tenant's share of costs for maintaining shared areas like parking lots, lobbies, and landscaping. They're often poorly defined and can increase unpredictably. We review CAM definitions, caps, and exclusions carefully: uncapped CAM charges are one of the most common sources of lease disputes.
For discrete projects like commercial lease reviews and negotiations, we offer flat fees. Either way, you know the cost before we begin. Schedule a free consultation and we'll give you a quote upfront. No hourly billing, no surprises.

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