Thomas M. O'Connell

Shareholder

Practices

Industries

Overview

Thomas (“Tom”) O’Connell is a Shareholder at Buchalter APC, where he chairs the firm’s Franchise Law and e-Discovery Practice Groups and previously served as Chair of Litigation for the San Diego office. His national practice spans complex business and employment litigation as well as sophisticated franchise advisory services. Tom is a Certified Franchise Executive™ and a recognized authority on regulatory compliance, system enforcement, and legal strategy for emerging and established brands.

Franchise Structuring and Strategic Counsel
Tom maintains a nationally respected franchise advisory practice, working closely with founders, executives, and development teams to build, refine, and scale franchise systems. When drafting Franchise Disclosure Documents and franchise agreements—including single-unit, multi-unit, area development, and master franchise agreements—his focus is always on clarity, enforceability, and alignment with the franchisor’s short- and long-term goals. Tom views each document as an opportunity to help franchisors articulate, protect, and grow their business models. There is nothing that brings Tom more pleasure than seeing one of the brands he represents flourish.

Beyond initial drafting, Tom advises franchisors on state registration, vendor and supply chain structuring, marketing and operations compliance, and international expansion. He also counsels multi-unit franchisees and private equity groups investing in franchise systems, with a particular focus on joint employment, vicarious liability, and system-wide risk exposure.

Tom is a frequent speaker at national franchise events and a regular contributor to industry publications and news outlets. Tom doggedly follows franchise-related legal developments and routinely publishes thoughtful, thorough, and timely articles analyzing new decisions and what they mean for franchisors, franchisees, and the broader franchise model. His insights have been quoted in Bloomberg Law, Reuters, the New York Law Journal, 1851 Franchise, and other outlets.

Litigation and Dispute Resolution
Tom represents franchisors, private companies, and public entities in complex litigation, arbitration, and regulatory proceedings across the country. His litigation practice spans a wide range of disputes, from brand-threatening franchise claims to multimillion-dollar employment and commercial cases.

In the franchise context, Tom has defended claims involving wrongful termination, fraud, encroachment, failure to provide required training and support, nonrenewal, and vendor rebate disputes. He also handles joint employer and misclassification claims, including his defense of franchisees in the largest joint employer case ever adjudicated by the National Labor Relations Board.

Tom defends employers in cases involving allegations of discrimination, harassment, retaliation, whistleblower violations, and hostile work environments. He is particularly experienced in managing plaintiff and high-exposure disputes, including those involving sensitive fact patterns and reputational risk.

He also has extensive appellate experience, with both published and unpublished decisions addressing employee classification, due process, public entity immunity, and employer intent. His work on appeal is often an extension of his trial strategy, aimed at preserving favorable results or correcting adverse ones in cases with broader business or industry implications.

In addition to courtroom advocacy, Tom is often brought in at the pre-litigation or investigative stage to shape litigation strategy, manage internal employment investigations for public and private entities, respond to government inquiries, or pursue or defend emergency injunctive relief. His approach is grounded in clarity, efficiency, and long-term brand protection.

Franchise Litigation Representative Matters

Successfully defended franchisor against claims for wrongful termination and fraud seeking more than $10 million.
Successfully defended franchisor against claims that it provided unsubstantiated financial performance representations in Franchise Disclosure Document and seeking rescission of the franchise agreement.
Successfully defended franchisor against claims that it failed to provide specified training and for wrongful termination after franchisee failed performance improvement plan.
Successfully defended franchisor in breach of contract action where franchisee claimed that franchisor allowed another franchisee to encroach on its territory.
Successfully defended franchisor against claim that it wrongfully refused to renew franchise agreement.
Successfully defended franchisor against claims that it was accepting undisclosed rebates from vendors.
Successfully defended licensor against claims of accidental franchise, rescission, and restitution for alleged violations of franchise registration statutes.
DirecTV, LLC et al. v. Marlon Hall: Served as lead counsel on behalf of the American Hotel & Lodging Association, Asian American Hotel Owners Association, Coalition of Franchisee Associations, International Franchise Association and Restaurant Law Center in a matter brought before the United States Supreme Court regarding potential joint employer liability. A copy of their Amicus Curiae brief can be found here.
McDonald’s USA, LLC, a joint employer, et al. and Fast Food Workers Committee, et al.: Successfully defended McDonald’s California franchisees involved in a multi-state action—the “largest case ever adjudicated” by the National Labor Relations Board—where a national labor union alleged that McDonald’s franchisees were engaged in a variety of unlawful labor practices and were all joint employers with McDonald’s USA, LLC. A copy of the National Labor Relations Board’s published decision related to the resolution of this case can be found here. The United States Court of Appeals for the District of Columbia’s decision upholding National Labor Relations Board’s decision can be found here.

Franchise Advice Representative Matters

Registered and renewed local, regional, national, and multi-national franchisors in many industries.
Led trainings, workshops, and audits for franchisors and multi-unit franchisees related to joint employment and vicarious liability avoidance.
Acted as outside general counsel to emerging and established franchisors as well as multi-unit franchisees providing compliance, labor and employment, and strategic growth advice.
Provided due diligence advice and analysis to franchisors, franchisees, and lenders as part of mergers and acquisitions.

Labor & Employment Litigation Representative Matters

Successfully defended numerous actions brought by former employees alleging discrimination, harassment, hostile work environment, whistleblowing, retaliation, and other employment claims.
Successfully defended an entity against claims brought by a former employee alleging whistleblowing and retaliation, seeking more than $6 million.
Successfully defended an entity against claims brought by multiple former employees alleging “me too” style sexual harassment and hostile work environment seeking more than $10 million in damages.
Successfully defended a company against claims of age and race discrimination brought by multiple employees who were laid off and seeking more than $15 million in damages.
Successfully defended an entity against claims brought by a former officer alleging whistleblowing and retaliation, seeking more than $4 million.
Successfully defended a company against multiple 8(a)(3) and 8(a)(1) claims brought by multiple employees who were terminated close in time to union activities.
Successfully defended a company against multiple persons claiming to be employees of the entity as opposed to independent contractors.
Successfully defended a company and its ownership against a $15 million breach of contract claim and wrongful termination claim by an employee claiming ownership of company intellectual property.
Successfully defended a company against a $10 million breach of non-competition claim and successfully pursued a $10 million counter-claim in an action regarding the parties’ competing responses to a government entity’s request for proposal.
Successfully defended a company against claims brought by multiple employees against a supervisor and the owner of a company alleging a panoply of hostile work environment claims seeking more than $20 million in damages.
California City Police Officers Association v. City of California City: Successfully appealed a decision by an Administrative Law Judge finding that the City failed to follow disciplinary procedures when issuing Notices of Termination for three police officers represented by their Union, and in doing so, violated the Meyers-Milias-Brown Act (“MMBA”) by unilaterally changing the terms of employment without affording the Union advanced opportunity to bargain. A copy of the Public Employment Relations Board’s decision can be found here.
City of Arcata v. Brett Watson: Successfully obtained a workplace violence restraining order on behalf the City of Arcata against sitting council member, Brett Watson, and defeated Councilmember Watson’s Appeal of that work place violence restraining order establishing stronger rights for California employers to obtain such orders in the process. A copy of the Court of Appeals’ unpublished decision can be found here.
Jesse Griego v. City of Barstow: Successfully appealed a trial court’s decision granting an employee’s petition for writ of administrative mandate. Therein, the Court of Appeal issued a precedent-setting decision finding that even where a part of an employer’s rationale for its decision to terminate an employee is not sustained, if the remainder of the employer’s rationale is sustained and would leave no real doubt that the employer would terminate the employee, the termination should stand and not be remanded to the employer. A copy of the Court of Appeals’ published decision can be found here.
Justin Vincent v. City of California City: Successfully defended the City of California City against a $5 million claim by a former department head for allegations of wrongful termination, discrimination, retaliation and violation of the department head’s First Amendment rights. A copy of the Federal District Court’s published decision can be found here.
Maywood Police Officers Association, et al. v. City of Maywood: Successfully defended an appeal brought by the City of Maywood Police Officers Association of the City’s decision to void its Memorandum of Understanding and disband its police department in the wake of a financial crisis. A copy of the Court of Appeals’ unpublished decision can be found here.

Labor & Employment Advice Representative Matters

Acted as outside employment counsel for both private and public entities.
Led trainings, workshops, and employment practice audits for both private and public entities in multiple jurisdictions.
Restructured and redrafted human resources policies and statutes for the State of California.
Provided advice related to negotiations with public and private labor units.

Complex Litigation Representative Matters

Successfully represented a minority shareholder of a national developer against a fellow shareholder in an action seeking $50 million for breach of contract, breach of fiduciary duty, and rescission of the sale of a valuable piece of real estate.
Successfully defended an entity against claims of copyright infringement seeking more than $20 million.
Successfully defended an entity against claims of tortious interference with contract and intentional interference with prospective economic advantage seeking more than $12 million.
Successfully defended an entity against claims of hacking and computer abuse seeking more than $10 million.
E-Commerce Lighting, Inc. v. E-Commerce Trade LLC, et al.: Successfully appealed a trial court’s decision to eliminate a setoff in an arbitrator’s award. A copy of the Court of Appeal’s published decision can be found here.
Dason v. Arrieta: Successfully defended an appeal of a trial court’s decision to sustain a demurrer without leave to amend and end case against all defendants alleging fraud associated with the purchase of more than a $1,000,000 in real estate in San Felipe, Mexico. A copy of the Court of Appeal’s unpublished can be found here.
Riverside County Transportation Commission v. Southern California Gas Company: Successfully defended the Riverside County Transportation Commission in a precedent-setting action against Southern California Gas Company in a claim for approximately $1 million and successfully defended against the Gas Company’s counter-claim for $1.5 million. A copy of the Court of Appeal’s published decision can be found here.

Admissions

California
Washington, D.C.
Maryland
Virginia

United States Supreme Court
United States Court of Appeals for the Third Circuit
United States Court of Appeals for the Ninth Circuit
United States Court of Appeals District of Columbia Circuit
U.S. District Court for the Central District of California
U.S. District Court for the Eastern District of California
U.S. District Court for the Northern District of California
U.S. District Court for the Northern District of Florida
U.S. District Court for the District of Maryland
U.S. District Court for the Eastern District of Virginia
U.S. District Court for the Western District of Virginia

Alternative Dispute Resolution

California Franchise Network

Chairman, 2018-2022

Center for Law and Education

Clerk, 2008

Futurus Foundation

Chairman of the Board, 2018-2019

Greater Riverside Chambers of Commerce

Leadership Riverside, 2020-2021

Hesperia Chamber of Commerce

Chairman of the Board, 2018-2019
Executive Committee Member, 2017-2018
President’s Award, 2017
Board of Directors Member, 2016-2017
Chairman of Hesperia 2034, 2014-2018

High Desert Regional Chambers of Commerce

Chairman of the Board, 2018-2019
Board of Directors Member, 2017-2018

International Franchise Association

Advocate at Advocacy Summit, 2023
Panelist at Legal Symposium, 2023
Member of Legislative Action Group, 2023-Present
Member of Membership Committee, 2019-Present
Supplier Forum Member, 2016-Present

International Mission on Business to China

Representative and Team Leader, 2003-2004

Teach for America

Mentor, 2008-2015
Corps Member Advisor, 2007
Regional Finalist (Los Angeles Representative) for the Sue Lehman Excellence in Teacher Leadership Award (National Teacher of the Year), 2007
Teach for America / Loyola Marymount Partnership Advisory Board Member, 2006-2007
Curriculum Specialist, 2006
Teacher, 2005-2007

Jesse M. Unruh Institute of Politics

Staff, 2003-2005

Thomas M. O’Connell

Bar Admissions

Areas of Focus