Nicole Liguori Micklich
Top rated Franchise & Dealership attorney in Westerly, Rhode Island
Dady & Gardner, P.A.
Practice areas: Franchise & Dealership, Alternative Dispute Resolution
Licensed in Rhode Island since: 2003
Education: University of Connecticut School of Law
Selected to Super Lawyers: 2017 - 2018, 2020 - 2026 
Selected to Rising Stars: 2010 - 2016 Details
Nicole Liguori Micklich has earned a reputation for successfully representing franchisees and development agents at every step of the franchise relationship and in litigation with franchisors.
Ms. Micklich’s commitment to her clients and to the field of franchise law leads to enviable results. The outcome of each case depends on the facts and circumstances of each particular case.
Ms. Micklich routinely assists potential franchisees as they review disclosure documents and proposed agreements.
She has successfully represented development agents and franchisees in arbitration and in state and federal courts in cases regarding alleged non-compliance, termination and non-renewal, franchisor refusal to consent to transfer, bad faith, contract and tort claims, and violations of state and federal laws, including disclosure laws. She has also favorably settled numerous cases on behalf of franchisees and development agents involved in such disputes.
Ms. Micklich advises clients regarding the transfer of franchise agreements and has drafted and negotiated the Asset Purchase Agreements and related Agreements, Notes and Resolutions for those transactions. She also frequently drafts and negotiates termination agreements and releases.
Ms. Micklich enjoys extensive involvement in the American Bar Association Forum on Franchising, where she is a member of the Governing Committee. She was a co-chair of the Forum’s 46th Annual Meeting, in Dallas, Texas, November 1-3, 2023. With Mark VanderBroek, Ms. Micklich recently co-authored and presented Annual Developments in Franchise and Distribution Law for the Forum on Franchising. The book provides an overview of franchise cases and developments over its reporting year and the authors provided a comprehensive and entertaining review of the year’s key judicial and legislative developments affecting franchise and distribution during the Forum’s Annual Meeting. She has served on multiple committees of the Forum and was humbled to be the recipient of the 2017 ABA Forum on Franchising Future Leader Award.
Ms. Micklich is honored to be a Fellow of the American Bar Foundation and the Rhode Island Bar Foundation and proudly holds a Martindale-Hubbell AV® PreeminentTM Rating. Ms. Micklich strives to work easily and collegially with franchisor counsel. She was included in the 2024 and 2025 editions of The Best Lawyers in America® for franchise law and was recognized as a Super Lawyer in the field of Franchise/Distribution in 2017, 2018, 2020, 2021, 2022, and 2023, and prior to that time was named to the New England Rising Starts list each year from 2010 through 2016. For more about the Super Lawyer selection process visit https://www.superlawyers.com/about/selection-process/.
Ms. Micklich has taught Franchise Law as an adjunct professor at Quinnipiac University Law School, in Hamden, Connecticut, and is a frequent author and lecturer on franchise law.
Ms. Micklich is a trained mediator who completed 40-hours of mediation training in accordance with M.G.L. ch.233 § 23C with MWI, Boston, MA.
Ms. Micklich is admitted in the State and Federal Courts of Rhode Island and Connecticut and the U.S. Court of Appeals, Second Circuit.
Ms. Micklich is a 1999 cum laude graduate of the University of Pittsburgh. She earned her JD from the University of Connecticut School of Law in 2003.
Representative Franchise Clients:
- Prospective franchisees looking for legal advice regarding Franchise Disclosure Documents, Franchise Agreements, investigation and diligence, negotiations with franchisors, anticipated investments and exposure, and growth
- Franchisees who wish to expand
- Franchisees who wish to exit a system, including by transfer, or termination
- Development Agents, Master Franchisees, Business Developers in all stages of their relationship with the franchisor
- Franchisees, development agents, master franchisees, and others in disputes with franchisors
Practice areas
Franchise/Dealership, Alternative Dispute Resolution- 90% Franchise/Dealership
- 10% Alternative Dispute Resolution
First Admitted: 2003, Rhode Island
Professional Webpage: https://www.dadygardner.com/attorney/micklich-nicole-liguori...
Bar / Professional Activity
- Rhode Island
- Connecticut
- Fellow of the Rhode Island Bar Foundation, 2024
- American Bar Association, Forum on Franchising, Program Officer, 2024
- Fellow of the American Bar Foundation, 2023
- American Bar Association, Forum on Franchising, Governing Committee
- American Bar Association, Forum on Franchising, Planning Committee
- American Bar Association, Forum on Franchising, Women's Caucus Officer
- U.S. Court of Appeals for the 2nd Circuit
- U.S. District Court, District of Connecticut
- State Courts of Rhode Island
- U.S. District Court, Eastern District of Michigan
- Adjunct Professor, Franchise Law, Quinnipiac University School of Law
- American Bar Association, Forum on Franchising, Publications Committee Member
- American Bar Association, Forum on Franchising, Professors Committee Member, 2017
- Past Chair, Connecticut Bar Association Franchise, Distribution and Dealer Law Section
- American Bar Association Forum on Franchising, Nominating Committee Member, 2015
Verdicts / Settlements (Case Results)
- Represented a hospitality company in a successful mediation with a former employee who alleged that the company engaged in unlawful discrimination and employee misclassification., 2024
- With co-counsel successfully settled an arbitration matter on behalf of international commercial agents who alleged that a franchisor wrongfully failed to renew the parties’ agreement, breached the agreement in additional ways, and violated multiple applicable laws and regulations., 2024
- Settled dispute among international franchisees and development agents on the one side and franchisor on the other regarding termination of the parties' agreements., 2024
- Served as lead counsel to agents of a quick-service restaurant franchisor in resolving a claim of wrongful termination of a developer agreement and avoiding arbitration., 2024
- With co-counsel, successfully settled a case in which the Firm’s franchisee clients alleged that the franchisor breached the franchise agreement and violated the Connecticut Unfair Trade Practices Act when it wrongfully terminated a lease for the franchisees’ restaurant and permitted the development of another franchised unit in close proximity to the clients’ location., 2024
- Successfully resolved a dispute concerning the enforceability of a services contract on behalf of a Rhode Island homeowner., 2024
- Served as local counsel representing franchisor in case brought by customer of franchisee; case dismissed against franchisor., 2023
- Successfully resolved a matter in which a QSR franchisor alleged that a developer was in default of the parties' agreement., 2023
- Represented a development agent whom the franchisor alleged was in default of their obligations under the parties' agreement and resolved the matter favorably pre-litigation., 2023
- Settled an arbitration between a development agent and franchisor that included claims that the franchisor breached the parties' contract and committed unfair trade practices and a dispute about the term of the contract at issue, 2023
- Successfully settled a case pre-litigation in which franchisees alleged unlawful discrimination by franchisor., 2023
- Settled multi-party litigation and arbitration in which plaintiffs, franchisee and its investors, alleged that defendants, business developers and franchisor, induced plaintiffs to purchase six struggling franchises that were known to defendants to be destined for failure in violation of contracts between the parties and applicable law, 2023
- Successfully settled a case related to a franchisee closing its restaurant prior to the expiration of the franchise agreement and lease., 2022
- Settled a case of wrongful termination on behalf of a development agent whose claims included allegations of breach of contract, breach of the duty of good faith, fraud, negligent misrepresentation and violation of statute., 2022
- Settled arbitration between development agent and franchisor in which development agent alleged fraud, misrepresentations, deceptive trade practices, and breaches of contract., 2021
- Successfully settled claims on behalf of multi-unit franchisees in mediation with franchisor in which the parties alleged wrongdoing and numerous defaults against one another., 2021
- Successfully settled a case on behalf of a development agent whose claims included allegations of breach of contract, fraud, various torts, and violations of state and federal laws., 2020
- Advised a multi-unit quick service restaurant franchisee on its successful exit from its franchise system, including the termination of franchise and multi-unit development agreements and resolution of leasing and other issues, 2020
- Represented franchisee and favorably settled matter involving termination and claims for royalty payments, 2020
- Represented franchisees with multiple claims against franchisor including breach of contract and fraud, where franchisor asserted counter-claims, and favorably resolved the disputes between the parties, 2019
- Favorably settled claims of franchisee against franchisor and certain officers, including claims for breach of contract, violations of state law, negligence, and fraud., 2019
- Represented multi-unit franchisees and favorably settled disputes regarding royalties and advertising fund contributions, 2019
- The Palisades a Fort Lee Condominium Association, Inc. v. 100 Old Palisade, LLC, Docket No. A-4292-13T3 (N.J. App. Div. 2016) cert. granted Aug. 5, 2016 (reversing summary judgment in favor of contractors and remanding), 2016
Representative Clients
- Represent Starbucks licensees and prospective licensees in review and negotiation of Licensing Agreement and ancillary documents
- Represent franchisors seeking to enforce franchise agreements in Rhode Island courts
- Represent international developers in the confidential sale of multiple agreements valued at over $5,600,000 to an American-owned company.
- Represent multi-unit QSR franchisees in connection with exit from system including mutual termination of franchise agreements, assignments of leases, and sale of assets.
- Represent commercial landlord with respect to multi-unit plaza leases and tenants
- Review disclosure documents and proposed agreements on behalf of potential franchisees and advise.
- Represent Connecticut property owners in claims against contractors
- Advise franchisor regarding its agreements and relationships with Area Developers
- Represent home owners with respect to contracts for new home construction and in connection with design and construction defects, delays, and other disputes
- Represent a RI Condominium Association in connection with formation, transition, and related issues
- Represent Rhode Island home owners and land owners in connection with building and development rights and contracts and also in construction defect claims
Transactions
- Represented home owner in close out of construction project, 2024
- Advised development agents regarding the sales of multiple agreements., 2024
- Advised international developers on the confidential sale of multiple agreements valued at over $5,600,000 to an American-owned company., 2024
- Prepared Stock Transfer Agreement for common stock corporation, 2023
- Prepared asset purchase agreement for multi-unit franchisee for sale of franchised store, 2023
- Represented general contractor in final close-out of commercial construction project, resulting in final payment to client and mutual releases., 2023
- Represented the buyer of buildings in Mystic, Connecticut, which house independent bookstore Bank Square Books., 2022
- Represent multi-unit franchisee in sale of franchises back to franchisor and assignment of leases and related agreements, 2020
- Represent commercial landlord including prepare new leases for new tenants
- Represented land owners in securing solar supply and installation agreements, 2019
Pro bono / Community Service
- Member, Board of Directors, Ocean Community YMCA
- Member, Board of Directors, Camp Watchaug YMCA, 2025
- St. John School, Old Saybrook, CT, 2019
Educational Background
- St. Cloud State University, St. Cloud, Minnesota, B.S., Honors: summa cum laude, Major: Finance, 2010, 1999
Scholarly Lectures / Writings
- Presented during the 47th Annual Forum on Franchising regarding rebates paid by franchise systems and related disclosure obligations., Panelist, Rebates And Other Amounts Paid By Franchise System Suppliers To Franchisors: Disclosure, Contract, and Related Issues, American Bar Association Forum on Franchising, Franchise Attorneys, 2024
- Presented with a distinguished group of international franchise attorneys the International Franchise Association Legal Symposium and International Franchise Association/International Bar Association Joint Conference in Washington, D.C. on the topic of Field Stories from Mediations in Franchise Systems, Successes and Challenges., Panelist, Field Stories from Mediations in Franchise Systems, Successes and Challenges, International Franchise Association/International Bar Association Joint Conference, Franchise Attorneys, 2024
- Co-Author of Chapter 8: Claims Typically Arising During the Franchise Term, Chapter Co-Author, Representing Franchisees, American Bar Association, Forum on Franchising, 2023
- Panelist on Discussion Panel: Encroachment, breach of exclusivity and reservation of rights in franchise agreements, Panelist, IDI Conference, 2023
- This program provides a comprehensive overview of franchise law for those who want a thorough introduction to this field, as well as those who want a refresher on one or more areas of franchise law practice, Panelist, Fundamentals of Franchising, American Bar Association, Forum on Franchising, 2022
- This workshop was an opportunity for attendees to learn about fundamentals of franchise law and receive practical tips and advice from experienced practitioners. The presenters provided a balanced overview of franchise law with a focus on the franchise relationship. Topics included franchise disclosure laws and issues, trademark law and common issues in franchising, vicarious liability, and disputes that arise in the franchise relationship including termination or non-renewal., Panelist, Foundation of Franchise Law, Rhode Island Bar Association, 2022
- This book offers an overview of franchise cases and developments over the reporting year and the presentation provides a thoughtful, comprehensive, and interesting review of the year’s key judicial and legislative developments affecting franchising and distribution, Co-author and co-presenter, Annual Developments in Franchise and Distribution Law, 2021, American Bar Association, Forum on Franchising, 2021
- Businesses rarely face the kind of continuously changing and quickly accelerating disruption and uncertainty that COVID-19 is creating around the world. Join this respected group of panelists as they discuss impacts on both franchise systems and franchisees around the world and explore strategies to address risks., Panelist, Franchising Going Viral – Managing Coronavirus-driven Disruption in Contracts, Supply Chains, and More, American Bar Association, Forum on Franchising, 2020
- The AAA® has implemented a number of tools to assist parties in more effectively managing their franchise arbitration cases. These enhancements include: - Access to the entire AAA panel on appropriate cases - ClauseBuilder® Tool to help you customize your clauses to meet your needs - Tracking of statistical trends in the industry Please this presentation is designed to help you take advantage of all the benefits of arbitrating franchise disputes. TOPICS DISCUSSED: - Who drafts the clause? - Choosing arbitrators that meet your needs. - When to file detailed pleadings. - Common discovery issues. - Carve outs for injunctive relief. - Non signatory issues. - Class action and joinder waivers. - Motion practice, Panelist, Practical Tips in Franchise Arbitration: With Speed, Fairness and Cost in Mind, American Arbitration Association, 2020
- Franchisors face difficult questions about whether to amend their FDD to address the impact of COVID-19 on their financial performance representations (FPR). NASAA recently issued guidance on this issue. How do franchisors use this guidance to ensure that they continue to have a “reasonable basis” in support if its FPR? What other state laws must franchisors consider in making this evaluation? There will be a period where this issue will continue to impact franchisors even after the pandemic. During this session, the panelists will provide guidance on how to assess whether its FPR has reasonable basis and how to make modifications to its FPR as the pandemic unfolds., Panelist, Re-Examining FPRs During and After the Pandemic, International Franchise Association, 2020
- Changes in the face of franchising portend new challenges and opportunities in the representationof franchisees in the coming decade. The ubiquity of private equity ownership, turnmoil associatedwith joint employment issues, the proliferation of franchisee associations, and important judicialdecisions make this program a must for lawyers representing or interested in representingfranchisees. This intensive program is open to all franchise lawyers and will focus on a wide rangeof topics including: representing prospective franchisees, including development agreements andwhat may or may not be negotiable; the most significant franchise cases since 2000; the evolutionof franchise agreement terms and provisions; the status of good faith and fair dealing and businessjudgment provisions in franchising; the impact on franchisees of developments in jointemployment, vicarious liability and misclassification; the limits ofreserved franchisor discretion;disputes regarding termination and renewal; the development of the use of sanctions fornoncompliance; representing multi-unit franchisees; financial performance representations;franchisee associations: how to form them, what name to use, creating an agenda, managing therelationship with or dealing with conflict with the franchisor, standing of associations in litigation,and statutory protections for and the consequences of retaliation or harassment of franchiseeassociation members or leaders; the consequences of the form of the franchisor's ownership to theparties' relationship, including private equity and publicly owned companies; supply chaindisclosures, buying cooperatives and contracts; collateral issues that often arise in franchisesystems, including those relating to privacy and ADA; and insurance and indemnification., Speaker, A Sharper Focus on the Shifting Realities for Franchisees in the 2020s, American Bar Association, Forum on Franchising, 2020
- ABA Forum on Franchising, Panelist, Structuring the New Franchise Evaluation and Approval Process, 2019
- Construction Law Update, Connecticut Bar Association Annual Update 2014, 2008, 2006
- Can’t Give It Away: Statutory Prohibitions That Protect Franchisees from Releasing Too Much, Franchise Law Journal, Winter 2010, co-authored with Michael Pepe.
- The Continuing Evolution of Franchise Valuation: Expanding Traditional Methods, Franchise Law Journal, Spring 2013, Co-authored with Michael Lynch and Ingrid Festin
- Representing the Franchisee, Connecticut Bar Association Annual Meeting, 2012
- Transfers of Franchises: Disputes Arising From Assignments, American Bar Association Forum on Franchising, 2013
- Litigating on a Shoestring, Solo & Small Firm Breakfast, American Bar Association Forum on Franchising, 2016
- So … You May Want to Teach Franchise Law: A Webinar for Anyone Who Has Considered Teaching Franchise Law, (Moderator), American Bar Association Webinar, 2017
- International Franchise Association, Legal Symposium, Panelist, Basics Track: Handling Defaults and Terminations, 2018
- American Bar Association, Forum on Franchising, Speaker, As My Franchisor Lay Dying: Franchisee and Franchisor Options in a Struggling System, 2017
- ABA Webinar, Panelist, If You’re Not Worried About Your Arbitration Clause, You’re Not Paying Attention: Lessons Learned from Recent Case Law, Webinar, 2016
- ABA Forum on Franchising, Annual Meeting, New Orleans, LA, Speaker, Who Owns the Goodwill in a Franchise?, 2015
- Professional Franchises: The More Things Change, The More They Stay The Same, Franchise Law Journal, Co-Author, Professional Franchises: The More Things Change, The More They Stay The Same, 2019
- Strange Weather: California's Amended Franchise Relations Act, AB 525, Franchise Law Journal, a publication of the American Bar Association Forum on Franchising, Spring 2016. This article presents an initial analysis of California's Amended Franchise Relations Act, AB 525, and offers opinion and analysis of four main elements of the new law in a point/counter-point format, Co-Author, Strange Weather: California's Amended Franchise Relations Act, AB 525, 2016
- Who Owns the Goodwill in Franchise Relationships?, The Franchise Lawyer, Spring, 2015., Author, Who Owns the Goodwill in Franchise Relationships?, 2015
- "Transfers of Franchises: Disputes Arising From Assignments" ABA Forum on Franchising Annual Forum, Orlando, FL, Speaker, 2013
- Authored, Providing Keys to the Courthouse Without Giving Up Full Recovery, published in the Winter 2006, Vol.15 No. 2 edition of Construct!, a publication of the American Bar Association, Section of Litigation, Construction Litigation Committee., Providing Keys to the Courthouse Without Giving Up Full Recovery
- Presented as part of a three-member panel during the American Bar Association Forum on the Construction Industry annual meeting on May 18, 2006 in San Diego, California. The topic of the presentation was Material Price Escalation Clauses. An article excerpted by the presenters for publication was published in the Summer 2006 edition of Construct!, a publication of the American Bar Association, Section of Litigation, Construction Litigation Committee, Volume 15, No. 4., Panelist, Material Price Escalation Clauses, ABA Forum On The Construction Industry
- Can't Give It Away: Statutory Prohibitions That Protect Franchisees From Releases, Franchise Law Journal (2011). This article examines problems that face franchisors when they seek to include language in the franchise agreement that bargains around statutory protections and prohibitions of releases. The article also features an exhaustive state-by-state survey of statutory provisions concerning releases in franchise and dealership acts. Co-authored with Michael V. Pepe, Esq.
Other Outstanding Achievements
- Martindale-Hubbell AV® Preeminent™ Rating
Honors
- Included in the 2024 edition of The Best Lawyers in America® for Franchise Law., The Best Lawyers in America®, The Best Lawyers in America®, 2023
- AV Preeminent* peer-review rating through Martindale-Hubbell
- Super Lawyer, Franchise/Distribution, 2017, 2018, 2020, 2021, 2022, 2023, Super Lawyers
- New England Rising Stars list, 2010 through 2016
- From Franchise Times Magazine: "This list of star legal professionals in the franchise industry is built with nominations and recommendations from clients, peers and other legal professionals."https://www.franchisetimes.com/Resources/Legal-Eagles/, Legal Eagle, Franchise Times
- This award recognizes young and/or diverse Forum members who have demonstrated a substantial commitment to the Forum by undertaking significant leadership efforts, such as mentoring other Forum members or law students interested in pursuing careers in franchise law; working on membership marketing or other outreach efforts; assistance with special projects undertaken by the Forum Governing Committee or a Forum Division; or assisting with the Forum's annual meeting., Future Leader Award, American Bar Association, Forum on Franchising, 2017
- New Leaders of the Law Impact Award, The Connecticut Law Tribune, 2005
Industry Groups
- ABA Forum On Franchising
Selections
9 Years Super Lawyers
7 Years Rising Stars
- Super Lawyers: 2017 - 2018, 2020 - 2026
- Rising Stars: 2010 - 2016
