Partner

Orange County, San Diego

Direct: 619.219.6330

Office: 949.760.1121

toconnell@buchalter.com

Bar Admissions

California, Maryland, Virginia, Washington D.C.

Overview

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Thomas “Tom” O’Connell, CFE, chairs Buchalter’s Franchise Practice and advises franchisors on the legal issues that affect how franchise systems are built, operated, enforced, and protected.

Tom represents emerging and established franchisors across a wide range of system-critical matters, including Franchise Disclosure Documents, franchise agreements, state registration and renewal strategy, franchise sales compliance, franchisee defaults, terminations, renewals, transfers, system standards, vendor programs, supply-chain issues, training, audits, investigations, and dispute prevention. He also advises select multi-unit operators, investors, lenders, and private equity groups on franchise-related diligence, risk allocation, labor and employment exposure, and system-wide legal issues.

Tom’s practice combines franchise regulatory counseling, franchise litigation, labor and employment experience, and appellate strategy. He is frequently brought in when franchisors need practical advice on how to manage legal risk without undermining brand standards, operational consistency, franchisee relationships, or long-term system growth.

A Certified Franchise Executive, Tom has represented franchisors and franchise industry organizations in matters involving wrongful termination, financial performance representations, accidental franchise claims, vendor rebate disputes, encroachment, nonrenewal, joint employment, labor claims, system enforcement, and high-exposure franchise disputes. His work includes industry amicus representation before the United States Supreme Court and defense work connected to the McDonald’s joint-employer litigation before the National Labor Relations Board.

Franchise System Strategy and Compliance

Tom advises franchisors on the legal infrastructure needed to launch, grow, and manage franchise systems. His work includes drafting and refining Franchise Disclosure Documents, franchise agreements, area development agreements, multi-unit agreements, and related system documents.

He counsels clients on state registration and renewal strategy, franchise sales compliance, relationship management, vendor and supply-chain structures, system standards, training obligations, transfers, renewals, defaults, terminations, and brand enforcement. He works with founders, executives, legal departments, development teams, operations teams, and investors to align franchise documentation and compliance strategy with the client’s business model.

Tom also advises franchisors and investors on franchise-related diligence in connection with mergers, acquisitions, financing transactions, restructurings, and growth initiatives.

Franchise Litigation, Enforcement, and Dispute Strategy

Tom represents franchisors and franchise-related businesses in litigation, arbitration, regulatory proceedings, and pre-litigation disputes. His franchise litigation work includes matters involving wrongful termination, fraud, breach of contract, encroachment, nonrenewal, alleged failure to provide training or support, financial performance representations, vendor rebates, accidental franchise claims, rescission, restitution, and system enforcement.

A significant part of Tom’s work occurs before litigation is filed. He helps franchisors evaluate disputed facts, investigate noncompliance, assess litigation risk, develop enforcement strategy, and resolve conflicts before they threaten the broader franchise system. When litigation is unavoidable, he draws on his trial, appellate, and employment-law experience to defend franchisors in high-exposure disputes.

Tom’s approach focuses on the business consequences of franchise disputes, including the impact on system standards, franchisee relations, future enforcement, labor and employment risk, and brand value.

Joint Employer, Labor and Employment, and Investigations

Tom has substantial experience advising and defending clients in labor and employment matters, including claims involving discrimination, harassment, retaliation, whistleblowing, hostile work environment allegations, union-related issues, independent contractor classification, workplace investigations, workplace violence restraining orders, and other sensitive employment disputes.

His franchise practice frequently involves the intersection of franchise law and employment risk. He advises franchisors, franchisees, and franchise industry participants on joint-employer exposure, vicarious liability, operational control, system standards, training, audits, policies, and compliance structures designed to reduce unnecessary employment-related risk while preserving brand integrity.

Tom has led trainings, workshops, and audits for franchisors and multi-unit operators on joint-employer and vicarious-liability avoidance. He has also defended franchisees in major joint-employer litigation before the National Labor Relations Board and represented franchise industry organizations in amicus work addressing potential joint-employer liability.

Appellate and Complex Litigation

Tom has handled complex litigation and appeals involving employment, commercial, public entity, real estate, arbitration, and business disputes. His appellate work includes published and unpublished decisions involving employee discipline and termination, employer intent, workplace violence restraining orders, arbitration awards, setoff rights, real estate disputes, and commercial claims.

This background strengthens his franchise practice by allowing him to advise franchisors with a long-term view of enforceability, record preservation, litigation posture, and business impact.

Franchise Litigation and System-Risk Matters

  • 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 DirecTV, LLC et al. v. Marlon Hall, a matter before the United States Supreme Court involving potential joint-employer liability.
  • Defended McDonald’s franchisees in McDonald’s USA, LLC, a joint employer, et al. and Fast Food Workers Committee, et al., a multi-state action described as the largest case ever adjudicated by the National Labor Relations Board, where a national labor union alleged that McDonald’s franchisees were engaged in unlawful labor practices and were joint employers with McDonald’s USA, LLC.
  • Defended franchisor against wrongful termination and fraud claims seeking more than $10 million.
  • Defended franchisor against claims that it provided unsubstantiated financial performance representations in a Franchise Disclosure Document and claims seeking rescission of the franchise agreement.
  • Defended franchisor against claims that it failed to provide specified training and wrongfully terminated a franchisee after the franchisee failed a performance improvement plan.
  • Defended franchisor in breach of contract action where franchisee claimed that franchisor allowed another franchisee to encroach on its territory.
  • Defended franchisor against claim that it wrongfully refused to renew a franchise agreement.
  • Defended franchisor against claims that it accepted undisclosed rebates from vendors.
  • Defended licensor against claims of accidental franchise, rescission, and restitution for alleged violations of franchise registration statutes.

Franchise Advisory, Compliance, and System Counseling Matters

  • Registered and renewed local, regional, national, and multinational franchisors across multiple industries.
  • Drafted and refined Franchise Disclosure Documents, franchise agreements, multi-unit agreements, area development agreements, and related franchise system documents.
  • Led trainings, workshops, and audits for franchisors and multi-unit franchisees related to joint-employer and vicarious-liability avoidance.
  • Acted as outside general counsel to emerging and established franchisors and multi-unit franchisees, providing compliance, labor and employment, and strategic growth advice.
  • Provided franchise-related due diligence advice and analysis to franchisors, franchisees, investors, and lenders in connection with mergers, acquisitions, and financing transactions.

Labor, Employment, and Investigations Matters

  • Defended employers in actions brought by former employees alleging discrimination, harassment, hostile work environment, whistleblowing, retaliation, and other employment claims.
  • Defended entity against claims brought by former employee alleging whistleblowing and retaliation and seeking more than $6 million.
  • Defended entity against claims brought by multiple former employees alleging “me too” style sexual harassment and hostile work environment claims seeking more than $10 million.
  • Defended company against claims of age and race discrimination brought by multiple employees who were laid off and seeking more than $15 million.
  • Defended entity against claims brought by former officer alleging whistleblowing and retaliation and seeking more than $4 million.
  • Defended company against multiple 8(a)(3) and 8(a)(1) claims brought by employees terminated close in time to union activity.
  • Defended company against claims by individuals alleging that they were employees of the entity rather than independent contractors.
  • Defended company and its ownership against a $15 million breach of contract and wrongful termination claim brought by employee claiming ownership of company intellectual property.
  • Defended company against claims brought by multiple employees against supervisor and company owner alleging hostile work environment claims seeking more than $20 million.

Appellate and Complex Litigation Matters

  • California City Police Officers Association v. City of California City: Appealed decision by 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 violated the Meyers-Milias-Brown Act by unilaterally changing terms of employment without affording the union an opportunity to bargain.
  • City of Arcata v. Brett Watson: Obtained workplace violence restraining order on behalf of City of Arcata against sitting council member and defended appeal of the order, helping establish stronger rights for California employers to obtain workplace violence restraining orders.
  • Jesse Griego v. City of Barstow: Appealed trial court decision granting employee’s petition for writ of administrative mandate. The Court of Appeal issued a published decision finding that where part of an employer’s rationale for termination is not sustained, but the remainder is sustained and leaves no real doubt that the employer would terminate the employee, the termination should stand and not be remanded to the employer.
  • Justin Vincent v. City of California City: Defended City of California City against $5 million claim by former department head alleging wrongful termination, discrimination, retaliation, and violation of First Amendment rights.
  • Maywood Police Officers Association, et al. v. City of Maywood: Defended appeal brought by police officers’ association challenging City’s decision to void its Memorandum of Understanding and disband its police department during financial crisis.
  • Represented minority shareholder of national developer against fellow shareholder in action seeking $50 million for breach of contract, breach of fiduciary duty, and rescission of sale of valuable real estate.
  • Defended entity against copyright infringement claims seeking more than $20 million.
  • Defended entity against tortious interference with contract and intentional interference with prospective economic advantage claims seeking more than $12 million.
  • Defended entity against hacking and computer abuse claims seeking more than $10 million.
  • E-Commerce Lighting, Inc. v. E-Commerce Trade LLC, et al.: Appealed trial court’s decision to eliminate setoff in arbitration award.
  • Dason v. Arrieta: Defended appeal of trial court’s decision sustaining demurrer without leave to amend and ending case against all defendants alleging fraud associated with purchase of more than $1 million in real estate in San Felipe, Mexico.
  • Riverside County Transportation Commission v. Southern California Gas Company: Defended Riverside County Transportation Commission in precedent-setting action against Southern California Gas Company involving approximately $1 million claim and defended against counterclaim for $1.5 million.

Admissions

  • California
  • Maryland
  • Virginia
  • Washington, D.C.
  • 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

Education

  • Georgetown University Law Center, J.D., with honors
  • University of Southern California, B.A., with honors
  • Loyola Marymount University, M.Ed., with honors

  • Legal Eagle – Franchise Times, 2026
  • Best Franchise Law Firm Supplier, Winner – Global Franchise, 2026
  • Best Franchise Law Firm Supplier, Finalist – Global Franchise, 2025
  • Certified Franchise Executive – International Franchise Association, 2025
  • Marquis Who’s Who Top Lawyers – Marquis Who’s Who, 2025
  • Leadership Riverside – Greater Riverside Chambers of Commerce, 2021
  • Hesperia Chamber of Commerce President’s Award Hesperia Chamber of Commerce, 2017
  • Sue Lehmann Excellence in Teacher Leadership Award, Regional Finalist Teach For America, 2007

Professional and Industry Involvement

  • International Franchise Association – Member, Legislative Action Group; Member, Membership Committee; Supplier Forum Member; Advocacy Summit Advocate; Panelist, Legal Symposium; Facilitator, Business Roundtables
  • American Bar Association – Member, Forum on Franchising; Member, Labor and Employment Law Section

Business and Civic Leadership

  • Greater High Desert Chamber of Commerce – Former Chairman of the Board and Board Member of the regional chamber organization representing the business communities of Adelanto, Apple Valley, Hesperia, and Victorville
  • Hesperia Chamber of Commerce – Former Chairman of the Board, Executive Committee Member, and Board Member; recipient of the President’s Award
  • Futurus Foundation – Former Chairman of the Board of the charitable foundation affiliated with the Greater High Desert Chamber of Commerce
  • Teach For America – Former teacher, curriculum specialist, corps member advisor, and mentor; Los Angeles regional finalist for the Sue Lehman Excellence in Teacher Leadership Award

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