In the News

Deb Coldwell in the Texas Lawbook: HayBoo and Reese Gordon Marketos Score a Victory for TGI Fridays

On June 3, a Dallas jury ruled in favor of the Carrollton-based company regarding a bitter joint venture dispute that the restaurant chain was involved in with one of the three other partners at the Dallas-Fort Worth International Airport. >>

In Five-Week Jury Trial, Haynes and Boone Prevails for TGI Fridays™ In Dallas/Fort Worth International Airport Joint Venture Lawsuit

A team of Haynes and Boone, LLP lawyers successfully represented Carrollton, Texas-based TGI Fridays™ in a lawsuit arising over a joint venture dispute involving its restaurants at Dallas/Fort Worth International Airport. Fridays™ currently operates six restaurants at the airport.

The complete win for Fridays came after three years of litigation that culminated in a five-week Dallas state court jury trial. Jurors found for Fridays on its affirmative claims for relief, allowing for dissolution of the joint venture and recovery on a declaratory judgment action. The company was also accused of breach of fiduciary duty, breach of contract, tortious interference and conspiracy but prevailed on all of those claims. >>

Haynes and Boone Lawyers Repeat Strong Showing in D Magazine’s Best Lawyers List

DALLAS D Magazine has once again recognized Haynes and Boone, LLP lawyers in its annual “Best Lawyers of Dallas” list of top local legal talent. >>

Franchise Times Honors Deb Coldwell for 11th Legal Eagle Award

For the 11th straight year, Franchise Times has named Haynes and Boone, LLP Partner Deb Coldwell one of its Legal Eagles for her superb representation of franchisors involved in litigation. >>

Texas Super Lawyers Features 91 Haynes and Boone Lawyers

Ninety-one Haynes and Boone, LLP lawyers have been recognized in the Texas Super Lawyer 2013 award listing. >>



Recent Publications

NLRB General Counsel Authorizes Complaints against McDonald’s, Classifying Franchisor as Joint Employer with Franchisees

The National Labor Relations Board’s (“NLRB” or the “Board”) general counsel Richard Griffin announced July 29, 2014 that he had authorized complaints in 43 unfair labor practice cases alleging that franchisor McDonald’s, USA, LLC is a joint employer with its franchisees. >>



Deborah S. Coldwell

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5260
F +1 214.200.0865

Areas of Practice

Education

  • J.D., University of Texas at Austin School of Law, 1990
  • M.A.T., Colorado College, 1979
  • B.A., Colorado State University, 1974

Bar Admissions

  • Texas

Court Admissions

  • U.S. Court of Appeals for the Fifth Circuit
  • U.S. District Court for the Northern District of Texas
  • U.S. District Court for the Southern District of Texas
  • U.S. District Court for the Eastern District of Texas
  • U.S. District Court for the Western District of Texas

Languages

  • English
  • Spanish
Deborah S. Coldwell

Deb Coldwell is a business litigator who focuses on franchise, distribution, and contract disputes, and business tort litigation. In her 23 years as a trial lawyer, she has successfully tried jury trials, bench trials and arbitrations and has sought and received preliminary and permanent injunctive relief for franchisors, distributors, and the individuals who run those companies. She is chair of the Firm’s Franchise Litigation Marketing Group. She also litigates sports law-related matters and is co-chair of the Firm’s Sports Law Practice Group.

Ms. Coldwell is the Chair of the American Bar Association Forum on Franchising. She is also a frequent speaker and writer on franchising and distribution. She served as the editor-in-chief of the Forum on Franchising Franchise Law Journal. She previously served on the Forum’s Governing Committee as the Publications Chair, overseeing the preparation, production, and publication of all handbooks, manuals, desk books and monographs for the Forum.

Prior to attending law school, Ms. Coldwell worked in restaurant operations and in education. With that unique background, she brings a practical approach to problem solving and assists clients to find an individual workable strategy in each case she handles.

Recent Published Opinions 

  • Franchisor asserted claims for breach of the franchise agreement for failure to pay royalty fees and production fees, misappropriation of trade secrets, and breach of the covenant not to compete. After the parties settled their claims, the court granted an attorneys’ fees award to the franchisor. Bennigan's Franchising Co., LLC v. Team Irish, Inc., No. 3:11-cv-00364, 2011 U.S. Dist. LEXIS 136032 (N.D. Tex. Nov. 28, 2011); Bennigan's Franchising Co., LLC v. Team Irish, Inc., No. 3:11-cv-00364, 2011 U.S. Dist. LEXIS 99736 (N.D. Tex. Sept. 6, 2011). 
  • Appellate court affirmed trial court's decision to dismiss case based on the Georgia forum selection clause contained in the parties' franchise agreements. Dunlap Enters. v. Roly Poly Franchise Sys., LLC, 2010 WL 2880179, Bus. Franchise Guide (CCH) ¶ 14,436 (Tex. App. July 23, 2010). 
  • A federal district court dismissed case against a franchise company's president and vice president based on collateral estoppel grounds and for plaintiffs' failure to meet the pleading standards articulated in Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009). Summers-Wood v. Wolf, 2009 U.S. Dist. LEXIS 103612, Bus. Franchise Guide (CCH) ¶ 14,284 (D. Conn. Nov. 6, 2009). 
  • A federal court dismissed the sole claim against the CEO for alleged violations of the DTPA because the franchisees failed to allege that the CEO engaged in any false, misleading, or deceptive acts or practices. Momentum Marketing Sales & Services, Inc. v. Curves Int'l, Inc., Business Franchise Guide (CCH), ¶14,215 (W.D. Tex. Jul. 28, 2009). 
  • A federal court ruled that Texas law trumped out-of-state statutory claims asserted by franchisees, even in states whose franchise statutes contained anti-waiver provisions, dismissing the out-of-state claims based on the Texas choice of law provision in the franchise agreements and on the "most significant relationship" test contained in the Restatement (Second) of Conflicts of Law. Momentum Marketing Sales & Services, Inc. v. Curves Int'l, Inc., Business Franchise Guide (CCH), ¶14,047 (W.D. Tex. Dec. 17, 2008). 
  • New York federal court transferred case to the Western District of Texas. The federal court rejected the franchisees' contention that the anti-waiver provision of the New York Franchise Sales Act rendered the forum selection clauses unenforceable. The franchisees’ reading of the anti-waiver provision, that it meant that they could not be required to contractually consent to litigating a dispute in a forum other than New York, was overly broad. Luv2BFit, Inc. v. Curves Int'l, Inc., DC N.Y., Bus. Franchise Guide ¶13,996 (S.D. N.Y. Sept. 29, 2008). 
  • The Eighth Circuit reversed the district court's grant of summary judgment in favor of franchisees who had filed suit against Domino's for mandating that its franchisees install its proprietary PULSE hardware and software by a date certain. The Eighth Circuit remanded with instructions to enter a take-nothing judgment in favor of Domino's. Kevin Bores, et al v. Domino's Pizza, LLC, 530 F.3d 671 (8th Cir. 2008). 
  • Prevailed on motion to transfer venue based on forum selection clauses of franchise agreements. Nina Moss, et al. v. Curves International, Inc.; Bus. Franchise Guide (CCH) ¶13, 638 (S.D. Fl. Apr. 18, 2007). 
  • Court reversed and rendered judgment, dismissing president and vice president of franchisor from case based on special appearances. Linda Wolf and Julie Reid v. Summers-Wood, L.P. d/b/a Roly Poly Texas, Summers-Wood Management, L.L.C., John W. Summers, and J. Michael Wood; 214 S.W.3d 783 (Tex. App. -Dallas 2007, no pet.).

Leadership Positions 

  • The Grant Halliburton Foundation, Board Member
  • ABA Forum on Franchising, Chair (2013-2015); Governing Committee Member (2009-2013); Publications Chair (2009-2013); Leadership (2006-2009) 
  • ABA Franchise Law Journal, Editor-in-Chief (2006-2009)

Recent Publications and Presentations

Books 

  • The Franchise and Dealership Termination Handbook, ABA Section of Antitrust, Second Edition, 2011, and First Edition, 2004 (chapter author)
  • Franchise Litigation Handbook, ABA Forum on Franchising, 2010 (chapter author) 

Articles and Speeches 

  • "Prosecuting and Defending Against a Claim of Spoliation: High Stakes Discovery Tactics in the Electronic Age," ABA Forum on Franchising 2013 Annual Forum (speaker/co-author)
  • "Savvy Litigation Strategies for the Franchise Lawyer," ABA Forum on Franchising 2011 Annual Forum (speaker/co-author) 
  • "Franchise Update," SMU L. Rev. (1999-2012) (co-author) 
  • "Liquidated Damages," 29 Franchise Law Journal 4 (Summer 2010) (co-author) 
  • "Litigating Disclosure Claims," ABA Forum on Franchising 2008 Annual Forum (speaker/co-author) 
  • "Litigating 'The Contract': The Evolution of the Integration Clause and The Parol Evidence Rule in Franchise and Distribution Cases," ABA Forum on Franchising 2005 Annual Forum (speaker/co-author) 
  • "Terminating Franchises and Dealerships Within the Bounds of the Law," ABA Section of Antitrust Teleseminar Series, June 2004 (panelist and co-author) 
  • "Against All Odds: Extraordinary and Provisional Remedies," ABA Forum on Franchising 2003 Annual Forum (speaker/co-author) 
  • "Judicial Update I – Compliance and Relationship Issues," International Franchise Association 36th Annual Legal Symposium, 2003 (plenary speaker/co-author) 
  • "Dealing With System Change In a High Tech World: Early Tremors, Early Warning," ABA Forum on Franchising 2001 Annual Forum (plenary speaker/co-author) 
  • "Remedies: Damages, Injunctive Relief and Rescission," ABA Forum on Franchising 1999 Annual Forum (speaker/co-author) 
  • "Proving Entitlement to Preliminary Injunctions Against Franchisees," 18 Franchise Law Journal 3 (Winter 1999) (co-author) 
  • "Gerrymandering: When is Expansion Encroachment? Business, Law & System Politics In The Encroachment Debate," ABA Forum on Franchising 1996 Annual Forum (speaker/co-author)

Professional Recognition 

  • Recognized by Chambers USA as a nationally recognized franchise lawyer in America (2009-2014) 
  • Nominated by her peers as one of the world's leading franchise practitioners in The International Who's Who of Franchise Lawyers (2004, 2006, 2007, 2011) 
  • Inducted into inaugural Legal Eagles Hall of Fame, Franchise Times, 2013
  • Included as a Legal Eagle (top 100 franchise lawyers) in Franchise Times (2004-2013) 
  • Selected by her peers in D Magazine as one of the "Best Women Lawyers in Dallas" (2010), and as one of the top lawyers in franchise and distribution law in Dallas (2003-2014). 
  • Selected as a Texas Super Lawyer in Texas Monthly (2003-2013) 
  • Recognized in Best Lawyers for Franchise Law (2007-2015) 
  • Selected as Best Lawyers' 2012 Dallas Franchise Law Lawyer of the Year (2012)
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Selected Representative Experience


AMTX Hotel Corporation v. Holiday Hospitality Franchising Inc.
Represented Holiday Hospitality Franchising, LLC (“Holiday Inn”) in defense of lawsuit brought by licensee, AMTX Hotel Corporation, related to alleged representations made by Holiday Inn regarding the renewal of plaintiff’s license and the licensing of additional Holiday Inn branded hotels in the Amarillo, Texas market. Holiday Inn prevailed on its motion to dismiss plaintiff’s claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and promissory estoppel. The plaintiff's sole remaining claim in the lawsuit is its claim for fraud.

Lysko v. The Canadian Football League, The Superior Court of Justice, Ontario, Canada
Provided expert witness work for the Canadian Football League on enforcement of a Canadian judgment in Texas.

Dunlap Enters. v. Roly Poly Franchise Sys., LLC
Appellate court affirmed trial court’s decision to dismiss case based on the Georgia forum selection clause contained in the parties’ franchise agreements. Dunlap Enters. v. Roly Poly Franchise Sys., LLC, 2010 WL 2880179, Bus. Franchise Guide (CCH) ¶ 14,436 (Tex. App. July 23, 2010).

HLT&T v. Major League Baseball Properties, Inc., Harris County, Texas, 2009
Defended Major League Baseball (MLB) Properties in a baseball card dispute involving a reseller of baseball cards. The reseller alleged claims for tortious interference and negligent misrepresentation. After a confidential mediation, the parties agreed to resolve their differences and all claims were dismissed with prejudice.

Summers-Wood v. Wolf
A federal district court dismissed case against a franchise company’s president and vice president based on collateral estoppel grounds and for plaintiffs’ failure to meet the pleading standards articulated in Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009). Summers-Wood v. Wolf, 2009 U.S. Dist. LEXIS 103612, Bus. Franchise Guide (CCH) ¶ 14,284 (D. Conn. Nov. 6, 2009).

Court Dismisses Franchisor’s CEO from Lawsuit Based on Plaintiffs’ Failure to State a Claim
A federal court dismissed the sole claim against the CEO for alleged violations of the DTPA because the franchisees failed to allege that the CEO engaged in any false, misleading, or deceptive acts or practices. Momentum Marketing Sales & Services, Inc. v. Curves Int’l, Inc., Business Franchise Guide (CCH), ¶14,215 (W.D. Tex. Jul. 28, 2009)

Anti-Waiver Provisions in Franchisees' State Franchise Statutes Trumped by Texas Law
The federal court for the Western District of Texas dismissed all of the Curves franchisees’ causes of action based on the laws of their home states because Texas law, the law of the franchisor’s location and the law set forth in the choice of law clauses, applies. In this consolidated action, several Curves franchisees located across the United States asserted twenty-six non-Texas statutory claims based on the franchise act and consumer protection laws in the states where the franchisees are located. Franchisees argued that the anti-waiver provisions found in the laws of eleven states that contain franchises owned and/or previously owned by plaintiffs required the application of the laws where the franchisees are located. The federal court rejected this argument because the laws of the franchisees’ home states are inapplicable based on the application of the “most significant relationship” set forth in the Restatement (Second) of Conflicts of Law. Because Texas had the most significant relationship to the franchisees’ claims, the laws of the franchisees’ home states, including those states with anti-waiver provisions, were inapplicable. Thus, all of the franchisees’ twenty-six causes of action based on their home state laws were dismissed. Momentum Marketing Sales & Services, Inc. v. Curves International, Inc., Bus. Franchise Guide (CCH) ¶ 14,047 (W.D. Tex. Dec. 17, 2008).

Franchisor Prevails on Motion to Dismiss Out of State Law Claims
A federal court ruled that Texas law trumped out-of-state statutory claims asserted by franchisees, even in states whose franchise statutes contained anti-waiver provisions, dismissing the out-of-state claims based on the Texas choice of law provision in the franchise agreements and on the “most significant relationship” test contained in the Restatement (Second) of Conflicts of Law. Momentum Marketing Sales & Services, Inc. v. Curves Int’l, Inc., Business Franchise Guide (CCH), ¶14,047 (W.D. Tex. Dec. 17, 2008).

Forum Selection Clause Enforced in Spite of the New York Franchise Sales Act's Anti-Waiver Provision
Several fitness center franchisees filed suit against Curves, a Texas franchisor. The case was transferred to the federal court for the Western District of Texas by a federal district court in New York City. With respect to the convenience of the parties and the witnesses, the franchisees failed to articulate any compelling reasons for overriding the forum selection clause, which specified a Texas forum. Although the franchisees asserted that their witnesses would be inconvenienced by a transfer, the franchisor pointed out that its witnesses would also be inconvenienced if the case was tried in the instant court. Moreover, New York’s familiarity with the governing law (the franchisees asserted claims under the New York Franchise Sales Act) weighed slightly against transfer. Finally, in light of the franchisor’s uncontested assertion that related cases were already pending in the Western District of Texas, the interests of trial efficiency and justice favored transferring the action.

The federal court also rejected the franchisees' contention that the anti-waiver provision of the New York Franchise Sales Act rendered the forum selection clauses unenforceable. The franchisees’ reading of the anti-waiver provision, that it meant that they could not be required to contractually consent to litigating a dispute in a forum other than New York, was overly broad. Luv2BFit, Inc. v. Curves Int'l, Inc., DC N.Y., Bus. Franchise Guide ¶13,996 (S.D. N.Y. Sept. 29, 2008).

Domino's Wins 8th Circuit Case on Mandate of Hardware and Software to System
The Eighth Circuit reversed the districts court’s grant of summary judgment in favor of franchisees who had filed suit against Domino’s for mandating that its franchisees install its proprietary PULSE hardware and software by a date certain. The Eighth Circuit remanded with instructions to enter a take-nothing judgment in favor of Domino's. Kevin Bores, et al v. Domino's Pizza, LLC, 530 F.3d 671 (8th Cir. 2008).

ColorTyme Prevails on Enforcement of Arbitration and Forum Selection Clauses
Prevailed on enforcement of forum selection and arbitration clauses against signatories and a non-signatory to franchise agreement. PP&G Consulting, Inc. v. ColorTyme, Inc.; Case No. 07-002496; Division L; 13th Judicial Circuit Court; Hillsborough County, Florida (November 2007) (also obtained final award in arbitration proceeding of damages, prejudgment interest, post-judgment interest, attorneys’ fees, costs and expenses).

Pizza Inn Enforces Forum Selection Clause
Prevailed in enforcement of a forum selection clause in a franchise agreement, in action involving Racketeer Influenced and Corrupt Organizations Act claim. The plaintiffs subsequently dismissed their RICO claim with prejudice against the franchisor. Hull v. Pizza Inn, Inc., Civil Action No. 2:06-CV-346; United States District Court for the Eastern District of Texas, Marshall Division (August 2007).

Curves Wins Motion to Transfer from Florida to Texas Based on Forum Selection Clause
Prevailed on motion to transfer venue based on forum selection clauses of franchise agreements. Nina Moss, et al. v. Curves International, Inc.; Bus. Franchise Guide (CCH) ¶ 13, 638 (S.D. Fl. Apr. 18, 2007).

Linda Wolf and Julie Reid v. Summers-Wood, L.P. d/b/a Roly Poly Texas, Summers-Wood Management, L.L.C., John W. Summers, and J. Michael Wood; 214 S.W.3d 783 (Tex. App. - Dallas 2007, no pet.).
Plaintiffs sued franchisor and its president and vice president. The president and vice president argued that they should not be subject to jurisdiction in Texas courts. The trial court determined that it did have jurisdiction. In a successful appeal, the court reversed and rendered judgment, dismissing president and vice president of franchisor from case based on lack of jurisdiction.

Franchisee Ordered to Produce Financial Documents to Franchisor
Obtained favorable discovery ruling allowing franchisor access to franchisee’s financial records, maintaining an advantageous posture for franchisor in litigation. Sherman Street Assocs., LLC v. JTH Tax, Inc., No. 3:03-CV-01875, 2006 WL 3422576 (D. Conn. Nov. 28, 2006).

Liberty Tax Prevails in Enforcing Forum Selection Clause
Prevailed in enforcement of forum selection clause and obtained transfer of civil action. Youngblood v. JTH Tax Servs., Inc., No. SA: 06-CA-380-XR; 2006 WL 1984656 (W.D. Tex. July 17, 2006).

Summary Judgment Upheld for Days Inns on Vicarious Liability Claim
Prevailed in the appeal of a summary judgment for franchisor in a vicarious liability matter in which court found that franchisor established as a matter of law that it did not retain actual or contractual control over its franchisee to subject it to tort liability. Fitz v. Days Inns Worldwide, Inc., 147 S.W.3d 467 (Tex. App.—San Antonio 2004, pet. denied.)

Court Agrees to Enforce Post-Termination Covenants Against Franchisees
Court enforced post-term covenants against competition and other post-term obligations of terminated franchisees. Brenco Enterprises, Inc. v. Takeout Taxi Franchising Systems, Inc., 2003 WL 21659422, Bus. Franchise Guide (CCH) ¶12, 596 (Va. Cir. Ct. May 2, 2003.).

Summary Judgment Granted for Ramada for Liquidated Damages and Recurring Fees
Received summary judgment for franchisor for liquidated damages, recurring fees, and attorneys’ fees for licensee and guarantors’ breach of license agreement. Ramada Franchise Systems v. Jacobcart, Bus. Franchise Guide (CCH) ¶12,609 (N.D. Tex. Feb. 21, 2003.)

Choice of Law Clause Upheld for Franchisor with Court Dismissing Several Out-of-State Claims
Court granted defendants’ demurrers on franchisees’ claims for alleged violations of North Carolina, Tennessee and California deceptive trade practices acts and California franchise statutes holding that the Virginia choice of law clause in the franchise agreements specifically excluded any actions based upon breaches or torts under the laws of foreign jurisdictions. Brenco Enterprises, Inc. v. Takeout Taxi Franchising Systems, Inc., Bus. Franchise Guide (CCH) ¶12,595 (Va. Cir. Ct. Jan. 13, 2003.)

Preliminary Injunction Granted for Ramada on Lanham Act Claims
Prevailed on a preliminary injunction for the franchisor for franchisee’s Lanham Act violations. Ramada v. Jacobcart, Inc., 2001 WL 540213 (N.D. Tex. May 17, 2001.)

Jiffy Lube Franchisee Heartland Automotive
Represented Jiffy Lube International, Inc. in the Chapter 11 proceedings of its largest franchisee, Heartland Automotive Holdings, Inc., in Fort Worth, Texas. The debtor operates over 400 franchised Jiffy Lube service centers across the nation, raising complex issues regarding franchise agreements, non-residential real property leases, and franchisee relations.

Memberships

  • State Bar of Texas
  • American Bar Association
  • Dallas Bar Association
  • ABA Forum on Franchising Governing Committee
  • Women's Foodservice Forum (Leadership Development Committee)

Online Publications

08/01/2014 - NLRB General Counsel Authorizes Complaints against McDonald’s, Classifying Franchisor as Joint Employer with Franchisees
The National Labor Relations Board’s (“NLRB” or the “Board”) general counsel Richard Griffin announced July 29, 2014 that he had authorized complaints in 43 unfair labor practice cases alleging that franchisor McDonald’s, USA, LLC is a joint employer with its franchisees.

06/18/2012 - FTC to Amend Franchise Rule’s Monetary Thresholds
The Federal Trade Commission (the “FTC”) announced last week that it was amending its Franchise Trade Regulation Rule, entitled “Disclosure Requirements and Prohibitions Concerning Franchising” (the “FTC Franchise Rule”) to increase certain monetary thresholds necessary to meet three exemptions under the Rule.

06/01/2009 - Franchise Law Update
SMU Law Review, Vol. 62, No. 3, Summer 2009. Reprinted with Permission.
This article provides an overview of recent case law and legislative efforts that have had, or will have, an impact on franchises and dealers in Texas and the Fifth Circuit.

11/30/2008 - Hot Branding News Fall 2008
This edition includes articles such as "Courts Honor Contractual Choice of Law and Forum Provisions and Reject Public Policy Invalidation:  Curves Litigation", "Disability Law Expansion", "Identity Theft Red Flag Rules", and State and Global Updates.

06/01/2008 - Franchise Law Update
SMU Law Review, Vol. 61, No. 3, Summer 2008. Reprinted with Permission.
This article provides an update of case law and legislative efforts that have had, or will have, an impact on franchise and dealership law in Texas and the Fifth Circuit.

03/01/2008 - True to Our Mission
Reproduced with permission of Franchise Law Journal - Volume 27, Number 4, Spring 2008

01/01/2008 - Writing for the Franchise Law Journal
Reproduced with permission of Franchise Law Journal - Volume 27, Number 3, Winter 2008

01/01/2007 - The Qualities of Leadership
Reproduced with permission of Franchise Law Journal - Volume 26, Number 3, Winter 2007.

09/01/2007 - Preserving Institutional Memory
Reproduced with permission of Franchise Law Journal - Volume 27, Number 2, Fall 2007

06/01/2007 - Lazy Days of Summer?
Reproduced with permission of Franchise Law Journal - Volume 27, Number 1, Summer 2007

03/01/2007 - The New Franchise Rule and Litigators
Reproduced with permission of Franchise Law Journal - Volume 26, Number 4, Spring 2007

06/01/2006 - Wanted: Authors with Gumption, Focus and Perseverance
Reproduced with permission of Franchise Law Journal - Volume 26, Number 1, Summer 2006

01/01/2005 - Issues to Consider in Bringing or Defending Franchise and Dealer Termination Litigation
As seen in The Antitrust Source, January 2005